important information - soechi update as of 10th... · march 31, 2015, according to drewry,...
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IMPORTANT INFORMATION
THIS UPDATE IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
FORM PART OF AN OFFER, SOLICITATION OR INVITATION TO BUY OR SUBSCRIBE FOR ANY
SECURITIES OF PT SOECHI LINES TBK. (“WE”, “US”, “OUR” OR “OUR COMPANY” “SOECHI
LINES”) IN THE REPUBLIC OF INDONESIA, THE UNITED STATES OR ANY OTHER JURISDICTION.
WE HAVE NOT REGISTERED, NOR DO WE INTEND TO REGISTER, OUR SECURITIES UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND OUR SECURITIES
MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH OTHER APPLICABLE
SECURITIES LAWS. ANY PUBLIC OFFERING IN THE UNITED STATES WILL BE MADE ONLY BY
MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM OUR COMPANY AND THAT WILL
CONTAIN DETAILED INFORMATION ABOUT OUR COMPANY AND MANAGEMENT, AS WELL AS
FINANCIAL STATEMENTS. WE DO NOT INTEND TO MAKE ANY PUBLIC OFFERING OF OUR
SECURITIES IN THE REPUBLIC OF INDONESIA, THE UNITED STATES OR ANY OTHER
JURISDICTION.
CERTAIN STATEMENTS IN THIS DOCUMENT MAY CONSTITUTE “FORWARD-LOOKING
STATEMENTS”, INCLUDING STATEMENTS PRECEDED BY, OR THAT INCLUDE THE WORDS
“WILL”, “INTENDS”, “PROJECTS”, “ESTIMATES” OR SIMILAR EXPRESSIONS. THE COMPANY
DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE FORWARD-LOOKING
STATEMENTS CONTAINED IN THIS DOCUMENT WILL BE ACHIEVED, AND SUCH FORWARD-
LOOKING STATEMENTS REPRESENT ONLY ONE OF MANY SCENARIOS AND SHOULD NOT BE
VIEWED AS THE MOST LIKELY OR STANDARD SCENARIO.
UPDATE REPORT
PT SOECHI LINES TBK.
This is a voluntary announcement made by PT Soechi Lines Tbk. (“we”, “us”, “our” or “our Company”
“Soechi Lines”) to keep shareholders of our Company informed of recent developments.
June 9, 2015
Overview
We are the largest independent tanker owner and operator in Indonesia in terms of DWT capacity as of
March 31, 2015, according to Drewry, providing crude oil, petroleum products and LPG shipping services and
shipyard services principally to companies operating in the domestic oil and gas and chemical sectors. As of
March 31, 2015, we owned and operated a total of 35 vessels with an aggregate capacity of 1.3 million DWT, of
which 34 were Indonesian-flagged tankers, including 18 oil tankers, of which two are the only Indonesian-
flagged VLCCs, 12 chemical tankers, three gas tankers and two FSO tankers. We also operate a shipyard the
first phase of which comprises a total land area we estimate is approximately 50 hectares and has a coast line of
1.3 kilometers, and which commenced providing shipbuilding services in 2012. We also intend to offer ship
repair and maintenance services to third parties and to our own vessels after the completion of our floating dry
dock, which is currently under construction.
We operate two principal lines of business: shipping services and shipyard services. Our shipping
business is divided into two main segments based on the contract arrangements under which our vessels are
chartered to customers, namely time charters and spot charters. We currently conduct shipbuilding operations at
our shipyard and, after the construction of our planned floating dry dock is complete, we expect our shipyard to
be capable of receiving orders for maintenance and repair and oil and gas fabrication.
We undertake the commercial and operational management of our charters and fleet, including
commercial strategy, commercial and financial management, acquisition and disposal of vessels, chartering and
the development of new business opportunities. We have entered into agreements with our affiliates, PT Equator
Maritime and PT Vektor Maritim, to provide technical management services for our vessels, and in practice
such services include managing compliance with regulatory and classification standards in respect of our vessels
and the selection and employment of marine crew that operate our vessels. We supervise the performance of the
services provided by our technical managers.
The following table sets forth our net revenue breakdown over our two principal lines of business for the
periods indicated and as a percentage of total net revenue for our business:
Years Ended December 31,
Three Months ended March 31,
2012
2013
2014
2014
2015
(Unaudited)
(US$ except percentages)
Net Revenues Shipping
Charter (1) .................... 52,783,473 73.9% 61,696,073 58.0% 65,292,539 51.2% 17,931,686 68.4% 20,110,518 59.2%
Spot ............................. 18,172,124 25.5% 40,801,995 38.3% 42,095,486 33.0% 5,959,189 22.7% 7,526,173 22.2%
Shipyard ................................
435,876 0.6% 3,906,506 3.7%
20,089,361
(1) 15.8% 2,321,333 8.9% 6,317,425 (1) 18.6%
Total ...................................... 71,391,473 100.0% 106,404,574 100.0% 127,477,386 100.0% 26,212,208 100.0% 33,954,116 100.0%
Note: (1) Includes revenue from related parties.
Our business benefits from Indonesian cabotage laws that mandate the use of Indonesian-flagged vessels
for domestic sea freight transportation, particularly to support the national oil and gas downstream industry in
the seaborne distribution of crude oil, petroleum products and LPG around the more than 13,000 islands that
comprise the Indonesian archipelago. As of March 31, 2015, our 34 Indonesian-flagged tankers had a total
capacity of 1.3 million DWT and our two VLCCs currently transport crude oil from Middle East producers to
refineries for processing.
Our largest customer, PT Pertamina (Persero) (“Pertamina”), the state-owned oil company operating nine
refineries around Indonesia, has been a customer of our predecessor companies since we commenced operations
in 1981. Our vessels chartered to Pertamina are principally engaged in time charters and, for the years ended
December 31, 2012, 2013 and 2014, and the three months ended March 31, 2015, respectively, shipping
services provided to Pertamina accounted for 68.2%, 46.3%, 52.4% and 53.2% of our net revenues. We also
provide shipping services to ConocoPhillips (Grissik) Ltd. (“ConocoPhillips”), an international major oil
company operating in Indonesia, and PT Perusahaan Listrik Negara (Persero) (“PLN”), the state-owned
electricity company.
As demand for shipping services provided by domestic operators in Indonesia has increased, we have
sought to increase the number of vessels and the total capacity of our fleet through the acquisition of well-
constructed and well-maintained pre-owned vessels, principally from the European market, which we then re-
flag to become Indonesian-flagged vessels. Our total vessel capacity has increased from 568,184 DWT in 2010
to 1.3 million DWT in 2014, representing a CAGR of 23.8%. Pertamina, our major customer, determines its
charter rates based on, among other things, market rates, previous contracts, the investment required if it were to
use its own fleet and its internal budget. Our time charter rates with Pertamina fluctuate less frequently than time
charter rates in the international market. We believe that Pertamina’s demand for reliable seaborne
transportation to distribute crude oil, petroleum products and LPG around the Indonesian archipelago allows us
to realize steady rates of return on our investment in the acquisition and operation of our vessels and allows us
to utilize these vessels for extended periods of time until the cost of continued docking and maintenance exceeds
our expected returns on continuing time charter.
Our vessel deployment strategy is designed to provide stable cash flow through the use of long-term time
charters for a significant portion of our fleet, in terms of DWT capacity, while maintaining a diversified fleet to
serve sectors of the oil and gas and chemical industry that typically use spot charters. As of April 30, 2015, our
remaining contracted revenues for time charters amounted to US$236.1 million, of which US$92.2 million
relates to revenues from optional extension periods, and our time charter contracts had a weighted average
remaining life of 5.6 years weighted by contract value, including any optional extension periods. For the years
ended December 31, 2012, 2013 and 2014, and the three months ended March 31, 2015, our net revenues from
shipping services were US$71.0 million, US$102.5 million, US$107.4 million and US$27.6 million, accounting
for 99.4%, 96.3%, 84.2% and 81.4% of our total net revenues, respectively.
In 2012, we commenced new shipbuilding operations at our shipyard located in a Free Trade Zone in
Karimun, Indonesia in the Malacca Straits, an international shipping route, and nearby Singapore, which has a
developed maritime industry. Our shipyard has a coastal depth of 12.0 meters and provides shipbuilding services
for vessels of various carrying capacities. We currently have an orderbook of five new ships under construction,
with completion and deliveries scheduled to occur between late 2015 and 2017. We also have a 50,000 DWT
floating dry dock scheduled to complete construction and enter operation in the fourth quarter of 2015, from
which we expect to provide ship repair and maintenance services for our fleet and other vessels. We believe that
the Free Trade Zone provides our shipyard with advantages on the import of materials and spare parts, including
tax-free status and expedited customs clearance, which will allow us to compete effectively on cost and timing
of shipbuilding, maintenance and repair services. For the years ended December 31, 2012, 2013 and 2014, and
the three months ended March 31, 2015, our net revenues from shipyard services were US$435,876, US$3.9
million, US$20.1 million and US$6.3 million, accounting for 0.6%, 3.7%, 15.8% and 18.6% of our total net
revenues, respectively.
Our net revenue has grown from US$71.4 million to US$127.5 million between the years ended
December 31, 2012 and 2014, representing a CAGR of 33.6%, and for the three months ended March 31, 2015
was US$34.0 million. Our EBITDA has grown from US$32.5 million to US$60.3 million between the years
ended December 31, 2012 and 2014, representing a CAGR of 36.2%, and for the three months ended
March 31, 2015 was US$15.3 million.
Competitive Strengths
We believe that, as the largest independent tanker owner and operator in Indonesia, we have the following
competitive strengths:
Leadership and established track record in the Indonesian crude oil, petroleum products and LPG shipping
industry
We are the largest independent tanker owner and operator in Indonesia in terms of DWT capacity, as of
March 31, 2015, according to Drewry. We have a long operating history and established track record in growing
our fleet and revenue. Since the inception of our business operations in 1981, we have grown the size of our
fleet and, as of March 31, 2015, we owned and operated a total of 35 vessels with a total capacity of
1.3 million DWT, including 18 oil tankers, of which 2 are VLCCs, 12 chemical tankers, 3 gas tankers and 2
FSO tankers. Two of our gas tanker vessels were acquired in March 2015 and are engaged in time charters with
Pertamina. In addition, oil and gas consumption in Indonesia has grown over the recent years as has the demand
for maritime shipping services in this sector.
We believe the size of our fleet, together with our mix of vessels, comprising oil tankers, chemical
tankers, gas tankers and FSO tankers, allows us to provide comprehensive shipping solutions to our customers
engaged in various segments of the oil and gas and chemical production and supply chain. The size of our fleet
also enables us to maintain a highly competitive cost base and enjoy economies of scale in respect of insurance,
employees, repair and maintenance, and other cost items. We place marine insurance on a collective basis and,
as a consequence of both the size and operational history of our fleets, are able to secure insurance cover at
competitive rates with reputable insurers. We believe our technical managers provide us with qualified marine
crew that operate our vessels and to whom we and our technical managers provide periodic training and retain
on a repeated basis, which enables us to keep our employment costs at a competitive level. Our ability to obtain
funding to acquire vessels allows us to respond to customer demands and win tenders for shipping contracts. We
actively manage the deployment of our fleet between time charters and spot charters, and our fleet size and
vessel mix affords us both the opportunity to capitalize on high “spot” market rates and the ability to respond to
changing demand for different vessel types that result from fluctuations in demand for various chemical
products, while achieving high utilization rates and stable cash flow. For the years ended December 31, 2012,
2013 and 2014, and the three months ended March 31, 2015, our fleet-wide utilization rates were 95.9%, 98.1%,
88.1% and 89.2%, respectively.
Recurring revenue and cash flow visibility driven by contracted time charters
As of March 31, 2015, 19 of our vessels, comprising 87.2% of our aggregate DWT capacity, were
chartered to customers under time charters, with initial charter periods ranging from three months to ten years
with the option to extend for additional periods. Our time charters provide us with highly-visible and stable cash
flows to fund our operations and debt service. The majority of our time charter contracts are with creditworthy
major oil and gas and chemical companies, including Pertamina and ConocoPhillips. As of April 30, 2015, our
remaining contracted revenues amounted to US$236.1 million, of which US$92.2 million relates to revenues
from optional extension periods, and the weighted average remaining life of our time charters was 5.6 years
weighted by contract value, including any optional extension periods.
Our time and spot charter contracts are based on standard industry forms with customary terms and are
denominated either in U.S. dollars or the Rupiah-equivalent of U.S. dollars. In accordance with industry
practice, we do not pay for voyage expenses, such as bunker fuel costs and port charges, on our time charters, as
the customer pays for voyage expenses directly, and we pay voyage expenses for our spot charters. Our
operating expenses for time charters are mainly limited to ship maintenance and repair. Our payments for the
acquisition of vessels to expand our fleet, and for ongoing operation and maintenance of our fleet, are
principally denominated in U.S. dollars. As a result, the currency which primarily influences our revenues and
expenses, and the currency of the primary economic environment in which we operate — our functional
currency — is U.S. dollars. Since we expand our fleet through the acquisition of pre-owned vessels, we are not
committed to fund progress payments on new-build vessels. We conduct comprehensive vessel inspections and
reviews of the vessels’ classification certification records to ensure the vessels we acquire are well-constructed
and maintained and meet our customers’ requirements. We believe we enjoy predictable margins on our vessels
because a high percentage of our fleet in terms of DWT capacity is engaged in time charter contracts, and we
use well-constructed and maintained pre-owned vessels, which limits our operating expenses for repair and
maintenance.
For the years ended December 31, 2012, 2013 and 2014, and the three months ended March 31, 2015, our
EBITDA margin was 45.6%, 41.7%, 47.3% and 45.0%, respectively. We also believe that Pertamina’s demand
for reliable seaborne transportation to distribute gasoline, diesel and jet fuel around the Indonesian archipelago
allows us to realize steady rates of return on our investment in the acquisition and operation of our vessels. We
have experienced a stable rate of option extensions and renewals of our time charter contracts as, in our
experience, our customers prefer to continue use of incumbent vessels rather than locate and contract a time
charter with a new vessel.
Established reputation and long-standing relationships with Pertamina and other large customers
Since the inception of our business in 1981, we have established a strong reputation in the oil and gas and
chemical shipping industry and believe that we are widely known among participants in the industry for our
good quality service and high customer satisfaction. Our efforts to ensure that we provide our customers with
high quality service have earned us various quality certifications, including the Certificate of International
Safety Management from International Maritime Organization, the Tanker Management Self Assessment
Certificate from the Oil Companies International Marine Forum and ISO 9001:2008 and ISO 14000 for quality
control management for shipping companies. These certifications, as well as the ship classifications awarded by
international and domestic ship classification bureaus, have allowed us to participate in the ship tender processes
for major domestic and international oil and gas companies. Our technical managers provide us with a qualified
marine crew for whom we and our technical manager provide periodic training. We believe that our reputation
for providing dependable, safe and efficient shipping services has allowed us to develop and maintain
relationships with major oil and gas companies including Pertamina, ConocoPhillips and Camar Resources
Canada Inc. (“Camar Resources”). We have worked closely with Pertamina, the state-owned oil company
operating nine refineries around Indonesia and which accounts for a substantial amount of oil and chemical
products produced and shipped within Indonesia, for 35 years and is currently the largest provider of oil and gas
and chemical shipping services to Pertamina. We believe that our long-standing relationships with our
customers have allowed us to better understand and meet our customers’ needs and enabled us to maintain a
competitive advantage over other domestic shipping companies.
Rising energy demand and high barriers of entry resulting in favorable industry dynamics
Demand for oil and gas and other chemical products has been growing in Indonesia over recent years. As
Indonesia is an archipelago comprised of more than 13,000 islands, the bulk of such products are transported to
various points of consumption by sea. A consistent growth in the past decade in Indonesia’s economy has been
followed by commensurate growth in Indonesia’s energy consumption. According to Drewry, Indonesia’s
energy consumption has grown at a CAGR of 4.2% in the last five years growing from 877 million barrels of oil
equivalent in 2007 to 1,079 million barrels of oil equivalent in 2012.
The Government’s current plans to implement a sea lane transportation system (the “Sea Toll Program”)
where major domestic sea lanes are lined with well-developed ports so as to provide for, among other things,
more efficient cargo loading and unloading services for vessels, is expected to further boost seaborne
transportation. The Indonesian tax regime is also favorable to our shipping business as foreign companies are
subject to withholding tax of up to 20% on charter fees, while Indonesian companies are only subject to a 1.2%
final tax, allowing us to gain a competitive advantage.
As a result of the implementation of the cabotage principles into Indonesian shipping laws, which was
part of the Government’s efforts to support domestic shipping companies, and the limitation on foreign
investment in Indonesian shipping companies, competition from foreign shipping companies is limited. With the
implementation of cabotage principles into Indonesian shipping laws, there has been an increase in the number
of Indonesian-flagged vessels and a decrease in foreign-flagged vessels operating in Indonesian waters.
According to Drewry, between 2006 and 2013, the number of Indonesian-flagged vessels increased from 6,428
to 13,120 at a CAGR of 10.7% and the aggregate DWT capacity of Indonesian-flagged vessels increased from
2.9 million DWT to 8.2 million DWT at a CAGR of 16.0%. The size of our fleet has grown steadily in the years
following the implementation of Indonesian cabotage laws as we benefited from the aforementioned favorable
industry dynamics and our position as one of the few domestic shipping companies with the Indonesian-flagged
DWT capacity to meet the demands of Pertamina and our other customers in the Indonesian oil and gas and
chemical industry for reliable seaborne transportation to support the production and distribution of gasoline,
diesel and jet fuel around the Indonesian archipelago to meet the rising energy demand in Indonesia.
We believe we are well positioned to capture additional growth opportunities for our business as, under
cabotage principles, domestic companies are required to use Indonesian-flagged vessels for domestic routes. The
Indonesian tax regime is also favorable for international routes as foreign companies are subject to withholding tax
up to 20% on charter fees, while Indonesian companies are only subject to 1.2% final tax. Prospective participants
in our industry also face barriers of entry, including high capital expenditure involved with acquiring Indonesian
flagged vessels and the relatively low availability of skilled and experienced Indonesian seafarers, whom shipping
companies are legally required to use to operate Indonesian flagged vessels. In addition, a significant proportion of
vessel charterers generally enter into long term charter contracts and prefer to continue using incumbent vessels
rather than locate and contract a time charter with a new vessel provided the operator continues to meet
performance standards. As such, our long-standing relationships with our customers, including Pertamina, our
largest customer and the state-owned oil company operating nine refineries around Indonesia, has also further
allowed us to leverage these favorable industry dynamics. We believe that our strong track record in providing
Pertamina and our other customers with shipping services and their familiarity with us has allowed us to maintain a
stable and high utilization rate of our vessels and a high rate of renewal or re-contracting of our time charters. As of
December 31, 2012, 2013 and 2014 and March 31, 2015 the number of vessels in our fleet on time charters with
Pertamina was 16, 18, 15 and 15, respectively.
Complementary shipyard to provide a new stream of recurring revenue and additional cost competitiveness
In 2012, we expanded into a new line of business that is also complementary to our shipping business
when we commenced shipbuilding services at our shipyard. We expect to commence operations of our floating
dry dock, which has a planned capacity of 50,000 DWT, in the fourth quarter of 2015 and will allow us to offer
ship repair and maintenance and other shipyard services. We believe ship repair and maintenance provides a
recurring revenue stream, as international classification societies require that vessels conduct an internal
inspection every five years and an intermediate inspection approximately every 2.5 years.
Our shipyard is in close proximity to Singapore and is strategically located in a Free Trade Zone in the
Malacca Strait, one of the busiest international shipping lanes in the world. The first phase of our shipyard has a
total land area we estimate is approximately 50 hectares. Our shipyard benefits from deep surrounding water of
up to 12.0 meters in coastal depth, and will be able to accommodate the docking of up to 40 vessels per year and
the construction of up to seven vessels simultaneously and construction of several vessels each year. As our
shipyard is located in a Free Trade Zone, we enjoy various tax, custom and excise incentives, including the
expeditious clearance of customs for imported construction materials and equipment and exemption from
custom duties, lowering our cost incurred for shipbuilding and providing repair and maintenance services and
increasing our competitiveness against shipyards located outside of Free Trade Zones. We commenced
providing shipbuilding services in 2012 and offer complete design and construction services for vessels of
various specifications and functions, including oil tankers, floating storage offloading vessels and other marine
vessels. As of March 31, 2015, we had five vessels under construction, including three 17,500 DWT oil tankers
for Pertamina under three different agreements that we entered into in 2013 and 2014 and two oil tankers under
construction for our affiliates (under agreements that are pending execution), which we intend to charter-in
following delivery and acceptance by our affiliates. We also intend to offer ship repair and maintenance services
to third parties and to our own vessels after the completion of our floating dry dock. We believe that our
shipyard will allow us to provide additional services to our long-standing customers, such as Pertamina, as well
as providing repair and maintenance services to our own vessels, which we expect will result in higher operating
margins and less down time for our vessels.
Highly experienced management team and well-trained and qualified crew
We have an experienced management team with extensive experience and expertise in the shipping
industry, covering all areas of shipping operations, including vessel acquisition, sales and marketing, operational
planning, cost management and recruitment and training of crew. The majority of the members of both our
Board of Commissioners and Board of Directors have more than a decade of working experience in the shipping
industry and a number of our commissioners and directors have more than 30 years of working experience in the
shipping industry. As a result, our management team enjoys strong relationships with various key stakeholders
in the domestic shipping industry, including the Indonesia maritime authorities, Indonesia state-owned oil and
gas companies, and domestic shipping industry associations, such as the Indonesian national Ship Owners
Association (“INSA”) and the Indonesian Shipbuilding and Offshore Association (Ikatan Perusahaan Industri
Kapal dan Lepas Pantai Indonesia) (“IPERINDO”), which is critical to maintaining our long-standing
relationships with customers. In addition, our technical managers provide us with a qualified marine crew, with
more than 725 contracted seafarers as of March 31, 2015, to whom we and our technical managers provide
periodic training on international standards for the safety and operation of our vessels. We have been able to
achieve a strong track record of improving financial performance through a well-trained and qualified crew, our
strong understanding of the domestic shipping industry, underpinned by over 30 years of operational experience
and interaction with key stakeholders in the domestic shipping industry and our acquisition of well-constructed
and maintained pre-owned vessels that meet our customers’ demands. Our net revenue has grown at a CAGR of
33.6% over the years ended December 31, 2012, 2013 and 2014, where our revenue for the same periods
amounted to US$71.4 million, US$106.4 million and US$127.5 million, respectively. Over the same periods,
we also enjoyed stable EBITDA margins, which were 45.6%, 41.7% and 47.3%, respectively.
Strategies
We intend to continue increasing our revenue and market share through the following key strategies:
Expand our fleet and maintain an optimal fleet mix
Demand for crude oil, petroleum products and LPG shipping by oil and chemical suppliers have had and
are expected to continue to have a significant impact on our results of operations. Indonesian domestic demand
for oil and gas and chemical products has been growing over the recent years. We expect that increasing demand
for oil and gas products in Indonesia, supported by the Indonesian cabotage laws, will increase demand for
Indonesian flagged vessels over the coming years. With the implementation of cabotage principles into
Indonesian shipping laws, there has been an increase in the number of Indonesian-flagged vessels and a decrease
in foreign-flagged vessels operating in Indonesian waters. According to Drewry, between 2006 and 2013, the
number of Indonesian-flagged vessels increased from 6,428 to 13,120 at a CAGR of 10.7% and the aggregate
DWT capacity of Indonesian-flagged vessels increased from 2.9 million DWT to 8.2 million DWT at a CAGR
of 16.0%. The domestic movement of fuel oil has also increased from 61.6 million tons in 2010 to 72.0 million
tons in 2013, with a CAGR of 5.3%, according to Drewry. We intend to monitor the market for pre-owned
vessels and acquire well-constructed and maintained pre-owned vessels that meet our selection criteria to grow
our fleet. To achieve timely settlement of opportunities to acquire pre-owned vessels, we frequently bridge the
acquisition cost with cash on hand or with loans from our shareholders and then refinance the vessel with debt
capital post acquisition. We intend to continue to practices and financial management and prudently acquire
vessels in view of market intelligence on future vessel requirements of our customers, our financing options and
our expected return on the vessel to be purchased. We also plan to optimize our marketing and administrative
functions so as to streamline the tender process for new charter contracts, which often requires long
documentation processes.
Increase market share by taking advantage of favorable industry dynamics
We intend to capitalize on the favorable dynamics for our Company in the Indonesian oil and gas and
chemical shipping industry and take advantage of growing Indonesian demand for production and distribution of
gasoline, diesel, jet fuel and chemicals, as well as the implementation of cabotage principles into Indonesian
shipping laws, to increase our market share. We intend to leverage the favorable Indonesian tax regime, under
which Indonesian entities enjoy a competitive advantage over the foreign entities by virtue of being subject to a
significantly lower final tax of 1.2% on charter fees as opposed to the up-to-20.0% withholding tax that the
foreign entities are subject to. We also believe our market position makes us an attractive joint venture partner
for foreign investors in Indonesia, and we actively seek to engage in strategic alliances with foreign companies
so as to leverage their technical expertise and increase our opportunities to participate in joint tenders for long-
term time charter contracts to provide high DWT capacity vessels to Pertamina and other companies. We also
intend to capitalize on our position as one of the few domestic shipyards in an active international maritime
route to capture a market share of recurring maintenance and repair service contracts upon the completion of our
floating dry dock.
Maintain prudent financial management
We intend to maintain prudent financial management practices to allow for long-term sustainable growth
through organic expansion, such as by strategically acquiring well-constructed and maintained pre-owned
vessels to fill immediate demand in the market, and income diversification, such as by expanding into the
shipyard business. We conduct comprehensive financial planning and budgeting regularly to ensure proper
capital management and resource allocation and maintain conservative capital expenditure practices to ensure
that we have adequate resources and financing to support growth, especially with respect to the prudent
acquisition of vessels to expand our fleet. We maintain adequate insurance policies in line with good industry
practice, including protection and indemnity insurance coverage of up to US$5.0 million per incident and
US$27.2 million for hull and machinery across our entire fleet. Through our prudent financial management, we
have managed to maintain healthy operating cash flows and a conservative credit profile, which has allowed us
to diversify our access to available capital sources and benefit from support from credible financial institutions
such as Bank Mandiri, OCBC Bank and BCA. We believe that our prudent financial management has given us a
strong cash position and access to available credit facilities, which has increased our ability to respond quickly
and competitively to business opportunities and fund growth and expansion.
Maintain relationships with major customers and expand customer base
We intend to continue to strengthen our long-standing relationships with Pertamina and our other
customers by seeking ways to increase our level and scope of services we currently provide to them. We
expanded our relationship with Pertamina beyond shipping services when we commenced construction of three
17,500 DWT oil tankers for Pertamina at our shipyard in 2013 and 2014, and also intend to seek opportunities to
provide ship repair and maintenance services for Pertamina’s own vessel fleet. We believe our market position
makes us an attractive joint venture partner, and we are actively seeking to engage in strategic alliances with
foreign companies so as to leverage their technical expertise and increase our opportunities to participate in joint
tenders for long-term time charter contracts to provide high DWT capacity vessels to Pertamina and our other
major Indonesian customers. Our sales teams actively manage our relationships with our major customers in
order to better understand their maritime logistics requirements and ensure high renewal rates on existing time
charters and win new contracts. We also seek to leverage our reputation for meeting the maritime safety and
operating standards of our major domestic and international oil and gas customers to attract new customers who
require high-quality Indonesian-flagged shipping services.
Enhance competitiveness through increasing operational efficiency and maintaining high safety standards
We seek to increase our operational efficiency by actively managing and lowering our cost of revenue and
operating expenses. Upon completion of our floating dry dock, we expect to provide in-house repair and
maintenance services for a portion of our fleet which will result in lower maintenance costs, less time in dry
dock and higher operating margins for our vessels. As the capital expenditures and other costs for maintaining a
vessel in good operating condition increase with the age of the vessel, and older vessels typically have lower
utilization rates due to their higher maintenance requirements, we closely monitor our vessel repair and
maintenance costs, which comprise the largest component of our vessel operational expenses, other than bunker
fuel. We typically replace vessels when they require dry docking and the cost of further repair and maintenance
of the vessel exceeds the price of acquiring a similar vessel on the pre-owned market. We also intend to focus on
maintaining our high safety standards through, among others, ensuring that our vessels are always certified safe
and seaworthy in accordance with all applicable rules and regulations, including certificate of class for hull and
machinery, international safety management, international ship and port facility security and maritime labor.
Our maintenance, including replacement of parts, is performed according to pre-established schedules,
regardless of whether the vessel or parts show any signs of defects. We plan to maintain our internal controls
with respect to management, quality control, environmental and safety. We believe that maintaining such best
practices will, increase the effectiveness of our employees, improve the efficiency of our business and increase
our ability to execute our business strategies and remain competitive and improve our overall business
performance.
Develop human capital and maintain high service reliability
As Indonesian law requires that Indonesian flagged-vessels be operated by Indonesian crews, we believe
that it is critical to have a skilled work force composed of Indonesian seafarers. We intend to continue our
practices, together with our technical managers, to invest in and provide periodic training to the marine crew
that operates our vessels on international standards for safety and operation, so as to, among other things, allow
us to align the marine crew’s day-to-day actions with our strategic business objectives and increase the quality
of service we provide to our customers. We also expect to continue to train the marine crew, together with our
technical managers, to maintain strong vessel safety records, and maintain compliance with domestic and
international rules and regulations for the shipping industry. We expect to continue to place a strong emphasis
on technical management, particularly in the areas of health, safety, security and the environment, and crewing
and maintenance of vessels, all of which is designed to help our work force deliver high quality service to our
customers.
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION AND OPERATING
DATA
The summary historical consolidated financial information as of December 31, 2012, 2013, and 2014, and
for the years then ended, presented below, has been derived from our Audited Consolidated Financial
Statements included elsewhere in this Updates. The summary historical consolidated financial information as of
March 31, 2015 and for the three-month periods ended March 31, 2014 and 2015, presented below, has been
derived from our Unaudited Interim Consolidated Financial Statements included elsewhere in this Updates.
Our Audited Consolidated Financial Statements have been audited by Kosasih, Nurdiyaman, Tjahjo &
Rekan (a member of Crowe Horwath International) (“KNTR”), independent auditors, in accordance with
Standards on Auditing established by the IICPA, as stated in their audit reports appearing elsewhere in this
Updates. Certain figures in the Audited Consolidated Financial Statements as of December 31, 2014 as set forth
in note 36 to our Unaudited Interim Consolidated Financial Statements attached hereto have been reclassified
to conform with the presentation used in the Unaudited Interim Consolidated Financial Statements as of
March 31, 2015. These reclassified figures as of December 31, 2014 are included in the Unaudited Interim
Consolidated Financial Statements.
Our Unaudited Interim Consolidated Financial Statements have been reviewed by KNTR, independent
auditors, in accordance with SRE 2410 established by the IICPA, as stated in their review report appearing
elsewhere in this Updates. A review conducted in accordance with SRE 2410 established by the IICPA is
substantially less in scope than an audit conducted in accordance with Standards on Auditing established by the
IICPA and consequently, does not enable KNTR to obtain assurance that they would become aware of all
significant matters that might be identified in an audit. Accordingly, they do not express an audit opinion on the
Unaudited Interim Consolidated Financial Statements.
The summary historical consolidated financial information as of March 31, 2015 and for the three-month
periods ended March 31, 2014 and 2015 is not indicative of the results that may be expected for any other
interim period or for the entire financial year.
Our Audited Consolidated Financial Statements, which are prepared in accordance with Indonesian FAS
and presented in U.S. dollars, are not intended to present our consolidated financial position, financial
performance, or cash flows in accordance with accounting principles and practices generally accepted in
countries and jurisdictions other than those in Indonesia. Indonesian FAS differ in certain significant respects
from IFRS.
Statements of Comprehensive Income
For the year ended December 31,
For the three months ended
March 31,
2012
2013
2014
2014
2015
(Unaudited) (US$) (US$)
Net Revenues ................................................................. 71,391,473 106,404,574 127,477,386 26,212,208 33,954,116
Cost of Revenues ............................................................ 48,262,552 70,533,203 76,166,041 15,637,865 21,367,623 Gross Profit .................................................................... 23,128,921 35,871,371 51,311,345 10,574,343 12,586,493 Operating Expenses ........................................................ 5,520,708 6,692,605 6,693,440 1,105,358 1,692,618
Income From Operations ............................................. 17,608,213 29,178,766 44,617,905 9,468,985 10,893,875
Other Income (Expenses) — Net .................................... (6,307,525) 1,078,005 (9,409,395) (6,562,221) 1,318,021
Income Before Income Tax Benefit (Expense) ............ 11,300,688 30,256,771 35,208,510 2,906,764 12,211,896
Income Tax Expense — Net ........................................... (775,312) (2,561) (1,966,860) (1,016,426) (1,866)
Income before proforma income adjustment
arising from restructuring transactions of
entities under common control 10,525,376 30,254,210 33,241,650 1,890,338 12,210,030
Proforma income arising from restructuring
transactions of entities under common
control ....................................................................... (6,867,063) — — — — Income for the Year ...................................................... 3,658,313 30,254,210 33,241,650 1,890,338 12,210,030
Other Comprehensive Income......................................... — — — — (121,393)
Total Comprehensive Income for the Year ................. 3,658,313 30,254,210 33,241,650 1,890,338 12,088,637
Balance Sheets
As of December 31,
As of
March 31,
2012
2013
2014
2015
(Unaudited) (US$) (US$)
Current Assets
Cash and Cash Equivalents ...................................................................................................................... 3,957,591 2,972,951 20,366,223(1) 13,168,697
Restricted Cash ....................................................................................................................................... 202,506 74,228 389,898(1) 453,178
Trade Receivables — third parties net of allowance for impairment of US$512,059 as of March 2015 US$571,652 as of December 31, 2014 and US$259,783 as of December 31, 2013 and US$25,779 as of December 31, 2012 ....................................................................................................................... 4,305,707 17,001,764 6,324,121 15,765,309
Related Party .......................................................................................................................................... 193,600 338,291 — 6,400,000 Other receivables — third parties ............................................................................................................. 1,195,623 537,590 745,127 554,006 Due from a Related Party ........................................................................................................................ 2,106 — — — Unbilled revenues ................................................................................................................................... 2,863,219 1,770,248 8,324,238 3,663,862 Inventories .............................................................................................................................................. 1,835,656 3,985,503 4,643,327 4,486,503 Prepaid tax .............................................................................................................................................. 169,319 531,214 1,069,839 1,034,855 Estimated earnings in excess of billing on contracts.................................................................................. — — 1,986,813 1,830,707 Advances and Prepaid Expenses .............................................................................................................. 3,730,151 3,378,002 7,192,776 6,794,644 Non-current assets for sale ....................................................................................................................... — 9,000,000 — —
Total Current Asset ................................................................................................................................. 18,455,478 39,589,791 51,042,362 54,151,761
Non-Current Assets
Fixed assets — net of accumulated depreciation of US$81,406,680 as of March 31, 2015, US$77,927,498 as of December 31, 2014, US$72,868,739 as of December 31, 2013 and US$62,464,036 as of December 31, 2012 ........................................................................................... 268,599,501 326,860,272 383,221,829 396,251,798
Intangible Assets — net of accumulated amortization of US$104,598 as of March 31, 2015, US$91,896
as of December 31, 2014 and US$41,488 as of December 31, 2013 .................................................... 39,963 159,237 111,929 99,277
Deferred Tax Assets ................................................................................................................................ 552,797 1,528,136 776,951 1,073,551 Estimated claims for tax refund ............................................................................................................... — — — 2,359 Other Non-Current Assets ....................................................................................................................... 7,384,166 6,509,680 6,509,309 11,526,193
Total Non-Current Assets ........................................................................................................................ 276,576,427 335,057,325 390,620,018 408,953,128
Total Assets ............................................................................................................................................ 295,031,905 374,647,116 441,662,380 463,104,889
LIABILITIES AND EQUITY
Current Liabilities
Trade Payables
Third Parties ........................................................................................................................................... 5,191,307 8,312,673 11,474,648 8,665,726 Related Parties ........................................................................................................................................ 390,849 769,745 594,510 139,175 Other Payables ........................................................................................................................................ 3,896,532 2,995,088 1,416,898 1,193,213 Billing in excess of estimated earnings on contracts.................................................................................. — 1,478,502 8,239,317
(1) 10,569,970 Taxes Payable ......................................................................................................................................... 326,410 235,653 479,795 505,266 Accrued Expenses ................................................................................................................................... 3,470,317 4,469,704 5,621,040 9,809,955 Short-Term Bank Loans .......................................................................................................................... 14,037,368 12,633,950 11,985,016 16,014,411 Due to a Related Party ............................................................................................................................. 34,701,884 35,528,480 3,925,903 17,140,723
Current maturities of Long-Term Loans:
Bank Loans ............................................................................................................................................. 27,421,524 31,912,329 38,197,498 36,948,063 Finance Lease Payables ........................................................................................................................... 278,017 204,425 96,888 63,936 Consumer Financing Payables ................................................................................................................. 151,568 132,597 182,455 151,195
Total Current Liabilities .......................................................................................................................... 89,865,776 98,673,146 82,213,968 101,201,633
Non-Current Liabilities
Long-Term Loan — net of current maturities
Bank Loans ............................................................................................................................................. 121,200,034 136,697,661 120,795,866 111,076,210 Finance Lease Payables ........................................................................................................................... 306,084 80,624 54,812 44,967 Consumer Financing Payables ................................................................................................................. 167,601 100,730 148,847 111,924 Employees’ Benefits Liabilities ............................................................................................................... 566,713 577,617 655,443 788,074
Total Liabilities ..................................................................................................................................... 212,106,208 236,129,778 203,868,936 213,222,808
EQUITY
Total Equity .......................................................................................................................................... 82,925,697 138,517,338 237,793,444 249,882,081
Total Liabilities and Equity .................................................................................................................. 295,031,905 374,647,116 441,662,380 463,104,889
Note: (1) Reclassified unaudited.
Statements of Cash Flows
For the year ended December 31,
For the three months ended March 31,
2012
2013
2014
2014
2015
(Unaudited) (US$) (US$)
Net Cash Provided by (used in) Operating
Activities ................................................................ 8,094,055 20,224,533 45,353,490 10,045,930 (1,787,560)
Cash Flows from Investing Activities
Proceeds from Disposals of Fixed Assets and
Non-current Assets Held for Sale ............................ 833,219 21,456 11,195,598 — 83,520 Acquisition of Fixed Assets ......................................... (53,299,171) (75,908,951) (63,800,977) (1,318,648) (14,702,431) Acquisition of Intangible Assets .................................. (39,963) (160,762) (3,100) (4,702) —
Net Cash Used In Investing Activities ......................... (52,505,915) (76,048,257) (52,608,479) (1,323,350) (14,618,911)
Net Cash Provided by (used in) Financing
Activities ................................................................ 43,837,359 54,902,947 25,483,411 (7,798,254) 8,898,083
Non-GAAP Financial Measures
As of and for
the year ended December 31,
As of and
for the
three months
ended
March 31,
As of and
for the twelve
months
ended
March 31,(1)
2012
2013
2014
2015
2015
(US$ in millions, except percentages and ratios) EBITDA(2)(3) ............................................................... 32.5 44.4 60.3 15.3 62.0 EBITDA Margin(4)..................................................... 45.6
% 41.7
% 47.3
% 45.0
% 45.9
% Total Debt(5) ................................................................ 163.6 181.8 171.5 164.4 164.4 Cash and Cash Equivalents ......................................... 4.0 3.0 20.4 13.2 13.2 Net Debt(6) ................................................................... 159.6 178.8 151.1 151.2 151.2 Total Debt / EBITDA ................................................. 5.0x 4.1x 2.8x — 2.7x Net Debt / EBITDA .................................................... 4.9x 4.0x 2.5x — 2.4x Finance Costs ............................................................. 8.9 9.6 9.6 1.7 8.7 EBITDA / Finance Costs ............................................ 3.7x 4.6x 6.3x 9.0x 7.1x Notes: (1) The information indicated is for the twelve month period (LTM) ended March 31, 2015. (2) We define EBITDA as net income before (i) proforma income arising from restructuring transactions of entities under common control,
(ii) income tax benefit (expense), (iii) other income (expense) — net and (iv) depreciation and amortization. This term, as we define it, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with IFRS. EBITDA should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with IFRS. The following table sets forth a reconciliation of EBITDA with our net income for the periods indicated:
For the year ended December 31,
For the
three months ended
March 31,
2012
2013
2014
2015
(US$ in millions) Net Income ............................................................................................................................................ 3.7 30.3 33.2 12.2 Proforma Income Arising from Restructuring Transactions of Entities Under Common
Control ............................................................................................................................................ 6.9 — — — Income Tax Benefit (Expense) ................................................................................................................ 0.8 — 2.0 — Other Income (Expense) — Net .............................................................................................................. 6.3 (1.1) 9.4 (1.3) Depreciation and Amortization ............................................................................................................... 14.9 15.2 15.7 4.4
EBITDA (unaudited) ............................................................................................................................ 32.5 44.4 60.3 15.3
(3) We calculate EBITDA for the twelve months ended March 31, 2015 as EBITDA for the year ended December 31, 2014, minus the EBITDA for the three months ended March 31, 2014, plus EBITDA for the three months ended March 31, 2015. The following table sets forth a reconciliation of EBITDA with our net income for the twelve months ended March 31, 2015:
For the twelve months ended March 31,
2015
(US$ in millions) Net Income ........................................................................................................................................................................................ 43.6 Proforma Income Arising from Restructuring Transactions of Entities Under Common Control............................................................ — Income Tax Benefit (Expense) ............................................................................................................................................................ 1.0 Other Income (Expense) — Net .......................................................................................................................................................... 1.5 Depreciation and Amortization ........................................................................................................................................................... 15.9
EBITDA (unaudited) ........................................................................................................................................................................ 62.0
(4) We calculate EBITDA Margin as EBITDA as a percentage of net revenues for a given period. (5) Total debt includes short-term bank loans, long-term bank loans, finance lease payables and consumer financing payable, but excludes
shareholder loans and refund guarantees. (6) We calculate net debt as total debt less cash and cash equivalents.
Operating Data
The table below sets forth certain information regarding our fleet for the periods indicated:
For the year ended December 31,
For the three months
ended March 31,
2012
2013
2014
2015
Number of vessels ................................................................................ 30 33 33 35 Fleet capacity (DWT thousands) ........................................................... 810 1,251 1,333 1,341 Fleet-wide utilization rate(1) ................................................................... 95.9% 98.1% 88.1% 89.2%
Note: (1) Utilization rate for a vessel is calculated by dividing the total number of days in a given period for which the vessel earns a daily charter rate
divided by the total number of days such a vessel is available. A vessel is considered available for the days the vessel was in our fleet in a period. We do not consider a vessel to be in our fleet if either it has been recently acquired and is in preparation for deployment or if the vessel is no longer under time charter and has been designated for sale. The fleet-wide utilization rate indicates the average rate for all of the vessels in
our fleet during a given period weighted by DWT capacity.
The table below sets forth certain information regarding our time charters with Pertamina as of the dates
indicated:
As of December 31,
As of March 31,
2012
2013
2014
2015
Number of vessels on time charter with Pertamina .................................... 16 18 15 15 Total number of vessels in our fleet .......................................................... 30 33 33 35 Percentage of vessels on time charter with Pertamina ............................... 53.3% 54.5% 45.5% 42.9% DWT capacity of vessels on time charter with Pertamina (DWT) ............. 575,739 641,409 605,020 608,099 Total DWT capacity of our fleet (DWT) ................................................... 809,664 1,250,859 1,333,095 1,340,879 Percentage of DWT capacity on time charter with Pertamina .................... 71.1% 51.3% 45.4% 45.4%
The table below sets forth certain information regarding our time charters as of the dates indicated:
As of December 31,
As of March 31,
2012
2013
2014
2015
Number of vessels on time charters........................................................ 18 20 17 19 Total number of vessels in our fleet ....................................................... 30 33 33 35 Percentage of vessels on time charters ................................................... 60.0% 60.6% 51.5% 54.3% DWT capacity of vessels on time charters (DWT) ................................. 719,937 784,692 748,303 1,169,302 Total DWT capacity of our fleet (DWT) ................................................ 809,664 1,250,859 1,333,095 1,340,879 Percentage of DWT capacity on time charters ........................................ 88.9% 62.7% 56.1% 87.2%
RISK FACTORS
Risks Relating to Our Business
We are exposed to uncertainty in the application of Bank Indonesia regulation on the use of foreign currency
for Indonesian domestic transactions
Substantially all of our revenues in the shipping and shipbuilding industries are derived from customers
domiciled or operating in Indonesia. Our largest customer, Pertamina, the Indonesian state-owned oil company,
accounted for approximately 68.2%, 46.3%, 52.4% and 53.2% of our net revenues in the years ended
December 31, 2012, 2013 and 2014 and the three months ended March 31, 2015, respectively. Our payments for
the acquisition of vessels to expand our fleet, and for ongoing operation and maintenance of our fleet, are
principally denominated in U.S. dollars, while our time charter and spot charter agreements with Pertamina and
our other customers are denominated either in U.S. dollars or the Rupiah-equivalent of U.S. dollars. As a result,
the currency which primarily influences our revenues and expenses, and the currency of the primary economic
environment in which we operate — our functional currency — is U.S. dollars.
Effective July 1, 2015, Bank Indonesia Regulation No. 17/3/PBI/2015 on the Obligation to Use Rupiah
(“PBI 17/3/2015”) in the Territory of Indonesia requires that whenever an Indonesian party enters into, amends
or renews an agreement for transactions with customers domiciled or operating in Indonesia, it must denominate
the contract price and receive payment in Rupiah. There is no express exception under PBI 17/3/2015 that
applies either to companies whose functional currency is U.S. dollars and/or to the shipping or shipbuilding
industries in Indonesia. We and other participants in the shipping industry are currently in the process of seeking
clarification from Bank Indonesia on the application of, and a possible express exception for, domestic parties
whose functional currency is U.S. dollars or companies engaged in the Indonesian shipping and/or shipbuilding
industries. As an Indonesian company, we cannot assure you we will continue to be able to price our shipping
charters with other Indonesian domestic companies, including Pertamina, in U.S. dollars or the Rupiah-
equivalent of U.S. dollars. We also cannot assure you that PBI 17/3/2015 will not be applied to our business or
that any such application will not result in significant changes in economic facts and circumstances affecting our
business that may warrant a change in our functional currency. In addition, our failure to comply with PBI
17/3/2015 may expose us to administrative and/or criminal sanctions, which may include fines, prohibition from
undertaking payment activities or revocation of our business license. The application of PBI 17/3/2015 to our
shipping and shipbuilding businesses could require us to denominate a larger portion of our revenues in Rupiah,
which may result in the Rupiah becoming our functional currency.
We expect that a large portion of our expenses, including payments for the acquisition of vessels and
ongoing operation and maintenance of our fleet, will continue to be denominated in U.S. dollars. In addition, a
large portion of our debt are denominated in U.S. dollars. Any depreciation in the value of the Rupiah against
the U.S. dollar could cause us to have difficulty meeting our U.S. dollar-denominated payment obligations,
including expenses and debt obligations, and could result in an increase in the value of our debt on our balance
sheets. Any of the above factors could materially and adversely affect our business, financial condition and
results of operations.
Any change in the cabotage principle under the Indonesian shipping law or other laws or regulations
limiting international competition in the Indonesian shipping industry could negatively impact our business
Our shipping business benefits from the implementation of the cabotage principle under Indonesian
shipping laws that limits international competition for domestic shipping services, particularly in the oil and gas
industry. These laws require vessel charterers operating domestically in Indonesia to favor domestically-owned
and operated shipping providers. Our business has grown significantly since the implementation of cabotage
principles under the Indonesian shipping law in 2005 due to the limited competition among Indonesian-owned
shipping services providers. In addition, the current tax regime in Indonesia provides a competitive advantage to
Indonesian shipping service providers over international competitors for international charters through tax
advantages to Indonesian entities. An abolishment or any change in the cabotage principle under Indonesian
shipping laws or any change to the tax regime in Indonesia relating to vessel charters may reduce our
competitive advantage and result in increased competition from international providers. Any such event could
materially and adversely affect our business, financial condition and results of operations.
We depend on a small number of customers for a significant portion of our shipping revenues under time
charters, and any decrease in time charters with these customers could adversely affect our business and
results of operations
We are dependent on a small number of customers for a substantial portion of our net revenues. Our three
largest customers, comprising Pertamina, ConocoPhillips (Grissik) Ltd. (“ConocoPhillips”) and Camar
Resources Canada, accounted for approximately 74.3%, 58.7%, 61.9% of our net revenues in the years ended
December 31, 2012, 2013 and 2014, respectively. Pertamina, the Indonesian state-owned oil company, has been
our largest customer since the inception of our business and accounted for approximately 68.2%, 46.3%, 52.4%
and 53.2% of our net revenues in the years ended December 31, 2012, 2013 and 2014 and the three months
ended March 31, 2015, respectively. All of our third party shipyard revenues are derived from shipbuilding
contracts with Pertamina. In addition, time charters accounted for approximately 74.4%, 60.2%, 60.8% and
72.8% of our shipping revenues in the years ended December 31, 2012, 2013 and 2014 and the three months
ended March 31, 2015.
We anticipate that time charters with Pertamina, ConocoPhillips and Camar Resources will continue to
account for a significant portion of our net revenues for the foreseeable future. These customers may be able to
negotiate favorable terms on charter contracts, and we may be required to accept such terms even if they are less
favorable to us. For instance, we may forego more profitable spot charter opportunities if Pertamina requires our
vessels for a time charter. The loss of any of these major customers, reduced demand from them, delayed
payments from them or a material adverse change in their financial condition, could, in turn, cause us to lose a
significant portion of our shipping and shipyard revenues. In addition, a material adverse change in our major
customers’ financial condition could cause them to negotiate for lower charter rates in the future. Any of the
foregoing factors could materially and adversely affect our business, financial condition and results of
operations.
We are exposed to the creditworthiness of our customers
The charter fees for our shipping business are typically invoiced in arrears; therefore, we are exposed to
the creditworthiness of our customers on a short-term basis. Related credit risks are inherent as we do not
typically collateralize receivables due from customers. Moreover, because we depend on a small number of
customers for a significant portion of our revenues, we are dependent on the due performance of such charterers
of their respective obligations under their charters, and a default or delay by any such charterer in the payment
of the charter income, or other failure by a charterer to perform its obligations under a charter, could result in a
loss of a substantial portion of our revenues. We provide estimates for uncollectible accounts based primarily on
our judgment using historical losses, current economic conditions and individual evaluations of each customer
as evidence supporting the receivables valuations stated on our financial statements. However, our receivables
valuation estimates may not be accurate and receivables due from customers reflected in our financial
statements may not be collectible.
Demand for our vessels depends on the macroeconomic factors beyond our control
Our operations consist primarily of the shipping of crude oil, petroleum products and LPG. Historically,
the market for the transportation of crude oil, petroleum and LPG has been volatile, as Indonesian and global
demand for these products has fluctuated. Demand for crude oil, petroleum products and LPG is driven in large
part by and generally follows patterns of economic development, growth and activity. If and when economic
growth experiences a slowdown or downturn, in particular in Indonesia, demand for crude oil, petroleum
products and LPG may also decrease. Accordingly, the demand for the shipping of these resources is also likely
to suffer.
The following macroeconomic factors affect the supply and demand for the shipping of crude oil,
petroleum products, LPG and other natural resources:
• changes in global oil and gas production, in particular the relative contributions from OPEC and
non-OPEC countries and the impact of these changes on oil and gas prices;
• export and import levels in the world oil trade or changes in trading patterns, which affect the
distances that oil and gas cargoes are transported;
• demand for energy products, in particular petroleum and associated products;
• oil and gas inventory levels, in particular in importing countries, including Indonesia;
• seasonal changes in the demand for crude oil, petroleum products and LPG;
• governmental policies, in particular with regard to environmental regulation and alternative energy;
and
• social and political instability in producing or importing countries, including war, terrorism or labor
unrest.
These factors are beyond our control, and, as a result, the nature, timing and degree of changes in our
industry conditions are unpredictable. A material decline in the Indonesian demand for crude oil, petroleum
products and LPG shipping services could materially adversely affect our business, financial condition and
results of operations.
We had negative working capital positions in the past and may be unable to generate sufficient revenue from
operations to pay our operating expenses or execute our business plans
As of December 31, 2012, 2013 and 2014 and March 31, 2015, our current liabilities exceeded our current
assets by US$71.4 million, US$59.1 million, US$31.2 million and US$47.0 million, respectively. We operate in
a capital intensive industry and frequently purchase vessels as part of our ongoing business operations. In
addition, the construction of our shipyard has required a significant amount of capital. We typically fund our
vessel acquisitions and have primarily funded the construction of our shipyard through cash flows from
operating activities and medium to long-term debt, including bank loans and shareholder loans. Our negative
working capital position has primarily resulted from substantial current maturities of our long-term bank loans
and amounts due to related parties, which primarily represents amounts owed under shareholder loans. These
shareholder loans are classified as current liabilities as they are payable on demand. As of December 31, 2012,
2013 and 2014 and March 31, 2015, our current maturity of long-term bank loans was US$27.4 million,
US$31.9 million, US$38.2 million and US$36.9 million, respectively. We believe that we have adequate
working capital for our present requirements and that our net cash generated from operating activities, together
with cash and cash equivalents and funds from financing sources, will provide sufficient funds to satisfy our
working capital requirements for the next 12 months. However, if our future cash from operating activities is
lower than expected or we fail to obtain additional financing in the future, this would impede our ability to make
continued investments, which could materially and adversely affect our business, financial condition and results
of operations.
We may not be in possession of all material licenses necessary to operate our business
Our business operations require various licenses and approvals from the Government or local
governments to carry out our operations, including, among others, the sea transport company business license
(surat izin usaha perusahaan angkutan laut), the transportation business license (izin usaha pengangkutan), the
industrial business license (izin usaha industri) and the ship building and ship repairing business license. In
addition, based on Law No. 17 of 2008 on Shipping (“Shipping Law”), each of our vessels is also required to
have various vessel certificates (“Vessel Certificates”), including, among others, the certificate of vessel safety
and certificate of load line. The term of the Vessel Certificates varies ranging from 3 months to 5 years, and
each type of vessel may need a different number of Vessel Certificates. The Vessel Certificates are required to
obtain port clearance from the relevant authority in Indonesia each time a vessel leaves a port. As a practical
matter, in the shipping business, vessels may have one or more expired Vessel Certificates from time to time.
For example, a Vessel Certificate may expire while our vessel is at sea and the Vessel Certificate may only be
extended while the vessel is at port.
With regard to the transportation business license, based on Government Regulation No. 36 of 2004 (“GR
36/2004”), a company is only required to obtain a transportation business license if it transports oil and/or gas
on a spot charter arrangement or in the event that it transports oil and/or gas for a company without a processing
business license (izin usaha pengolahan) a storage business license (izin usaha penyimpanan) or a commercial
business license (izin usaha niaga). We transport oil from Pertamina under certain of our time charters with the
latter directing the movement of our vessels, and we understand from the Directorate General of Oil and Gas
(“DGOG”) that Pertamina is currently in possession of a commercial business license. Thus, based on GR
36/2004, we believe we are not required to obtain a transportation business license for our vessels under on time
charters with Pertamina.
Certain of our Vessel Certificates that have not been renewed or are in the process of being renewed and
certain transportation business licenses relating to vessels, KM Eternity XLVII and KM Discovery XLVI
(recently acquired vessels) which we are currently in the process of being obtained.
Based on Ministry of Transportation Regulation No. PM 82 of 2014 on the Issuance Method of Port
Clearance, each vessel must have a Vessel Certificate prior to sailing and any failure to have a valid Vessel
Certificate could result in the inability of the relevant vessel to obtain port clearance to sail from the relevant
port authority. In addition, based on Law No. 22 of 2001 on Oil and Gas, any person engaged in the oil and gas
transportation business without a transportation business license may be subject to a penalty of imprisonment for
a maximum period of four years and a fine in the maximum amount of Rp.40.0 billion. Historically, we have not
encountered difficulties in renewing our Vessel Certificates or obtaining port clearance for any of our vessels
nor have we been subject to any penalty for not having a transportation business license for certain of our
vessels. We cannot assure you that we have all material licenses and approvals to operate our business and will
be able to renew, obtain or secure licenses for our respective business activities as currently required or as may
be required in the future, or that we will not receive sanctions arising from the failure to renew, obtain or secure
any required licenses. Failure to do so could materially and adversely affect our business, financial condition
and results of operations.
We acquire pre-owned vessels in the international market based on prospective needs of our customers, and
any failure by us to find a customer for our acquired vessel could materially and adversely affect our
business, financial condition and results of operations
We acquired four pre-owned vessels from January 1, 2015 to date, purchased in the international market
with a total of 51,632 DWT. Each of our vessel acquisitions is based on expected demand from our customers
and upcoming tenders for time charters. We invest substantial capital resources to acquire pre-owned vessels in
the international market based on our understanding of the market and our customers’ requirements. Although
we have, in the past, been successful in finding customers for our acquired vessels, we cannot assure you that
we will always be successful in matching our acquired vessels to customer demand. A significant expenditure to
acquire a vessel followed by a failure to charter the vessel to a customer may materially and adversely affect our
business, financial condition and results of operations.
Our fleet of pre-owned vessels exposes us to increased operating costs and capital expenses which could
adversely affect our earnings
As of March 31, 2015, the vessels in our fleet ranged in age from 13 to 44 years, with an average age of
23.1 years and an average age of 17.1 years when weighted by DWT capacity. In general, capital expenditures
and other costs for maintaining a vessel in good operating condition increase with the age of the vessel. Older
vessels are typically more costly to maintain than more recently constructed vessels and are subject to lower
utilization rates due to their increased maintenance requirements. As a result of decreased cost efficiency, older
vessels are typically less desirable to charterers. In addition, changes in governmental regulations and safety or
other equipment standards may require unanticipated expenditures for alterations, or the addition of new
equipment, to older vessels, or may restrict the type of activities in which such vessels may engage. As a
consequence, we may need to take our vessels out of service for longer periods of time or more often than
planned in order to perform necessary repairs or modify the vessels in order to meet such regulations. There can
be no assurance that our vessels will not require extensive repairs which would result in significant expenses and
extended periods of time during which these vessels would be out of service. In addition, if we dispose of a
vessel before it has exhausted its expected useful life, we may be required to recognize an impairment loss based
on the difference between the disposal price and the net book value. For example, in December 2013, we sold
one of our vessels and its related equipment for US$9.0 million and recognized an impairment loss of US$3.9
million, being the difference between the sale price and its net book value. We cannot assure you that, as our
vessels age, market conditions will justify those expenditures or enable us to operate our vessels profitably
during the remainder of their useful lives. If we sell our vessels, we cannot be certain that the price for which we
would sell them will be equal to or greater than their carrying amount on our financial statements at that time.
Such an occurrence could materially and adversely affect our business, financial condition and results of
operations.
Increases in bunker fuel prices may significantly increase our voyage operating expenses
Fuel oil, or bunker fuel, costs are one of our principal expenses for our spot charter business. For the years
ended December 31, 2012, 2013 and 2014 and the three months ended March 31, 2015, bunker fuel costs
comprised 16.3%, 26.9%, 22.7% and 12.0%, respectively, of our costs of revenue. Bunker fuel is consumed to
propel and maneuver our vessels and for the operation of various equipment on board each vessel ranging from
cargo operation to cooking. We also incur bunker fuel expenses when sending our vessels for dry docking,
although the expense is less significant. Bunker fuel prices typically, but not necessarily, follow crude oil prices
and generally experience significant fluctuations depending on various factors, including supply and demand for
oil and gas, geopolitical developments and developments in oil production including actions by OPEC. In recent
years, the prices for bunker fuel have been volatile. Further, the impact of bunker fuel prices on our results of
operations are also affected by any regional price differences within the bunker fuel market. In accordance with
industry practice, we are responsible for voyage expenses, including bunker fuel costs, when operating our
vessels on the spot market. Accordingly, a significant and extended increase in the cost of bunker fuel could
significantly increase the voyage expenses of our vessels, which could materially and adversely affect our
business, financial condition and results of operations to the extent that we are not able to increase our charter
rates commensurately or otherwise to recover bunker fuel cost increases from our customers.
Shipping is a business with inherent risks, and adverse incidents involving our ships may have a negative
impact on our operating results
The operation of ships involves the risk of accidents and other incidents. Our vessels sail in Indonesian
waters and on the open seas and are exposed to possible damage due to bad weather, collision with other
vessels, the possibility of being grounded or even a vessel sinking. The cargoes carried by our vessels may be
flammable, explosive and toxic and may be harmful to vessels, people and the environment. We may become
subject to personal injury or property damage claims relating to alleged exposure to hazardous substances
present on our vessels or used in our operations.
If our vessels are involved in leakage of crude oil or other flammable, explosive or toxic substances, the
damage caused by such incidents could be catastrophic. In the event of leakage from our vessels during the term
of a time charter contract, we may be liable to third parties and/or required to indemnify and hold harmless the
chartering party for losses and damages relating to environmental harm caused by leakage from our vessel.
Although we carry protection and indemnity and hull and machinery insurance policies to cover such losses,
such insurance policies may not be sufficient to cover against all our losses.
If our vessels suffer damage, they may need to be repaired at a dry docking facility. Under the terms of the
charter agreements under which our vessels generally operate, when a vessel is “off-hire” or not available for
service or otherwise deficient in its condition or performance, the charterer generally is not required to pay the
hire rate for the off-hire period, and we do not receive the charter hire rate from our insurer, as we do not insure
for such losses. Moreover, we will be responsible for all costs incurred by the vessel, unless the charterer is
responsible for the circumstances giving rise to the lack of availability. In addition, the charterer is generally
permitted, at its sole option, to extend the term of the charter by a period equal to the period of off-hire. The
costs and duration of dry dock repairs are unpredictable and can be substantial. We may have to pay dry docking
costs that our insurance would not cover. The loss of earnings while these vessels are being repaired and
repositioned, as well as the actual cost of these repairs, would decrease our earnings. In addition, space at dry
docking facilities is sometimes limited and not all dry docking facilities are conveniently located. We may be
unable to find space at a suitable dry docking facility or we may be forced to move to a dry docking facility that
is not conveniently located to our vessels’ positions. The loss of earnings while our vessels are forced to wait for
space or to relocate to dry docking facilities that are farther away from the routes on which our vessels trade
would decrease our earnings.
In 2014, one of our Aframax vessels experienced a motor breakdown and became stranded at sea. We
received assistance from a third party and reimbursed them for their expenses. As a result, our vessel was off-
hire for approximately 34 days, and we lost charter revenues.
Although over the past five years none of our vessels has been involved in any material accident or
incident, we cannot assure you that such events will not occur in the future. Our ships are insured up to a limit of
US$5.0 million per incident for protection and indemnity coverage and US$27.2 million for hull and machinery
across our entire fleet, but we cannot assure you that such insurance always covers the costs of incidents. Future
incidents could cause our damaged vessels to be docked for an extended period of time, lead to claims against us
from other operators, regulatory entities or other persons, require extensive clean-up and payments of costs,
fines or damages, and materially and adversely affect our business, financial condition and results of operations.
In addition, and notwithstanding the existence of any insurance, an adverse judgment or settlement in respect of
any claims against us, as well as the negative publicity related to our involvement in any incident, could
adversely affect customers’ perceptions of our safety record, damage our reputation and materially and
adversely affect our business, financial condition and results of operations.
If our costs increase or we encounter unforeseen costs, we may not be able to recover such costs from our
customers
Many of our operating costs and capital expenses for our vessels are unpredictable and may vary based on
events beyond our control. While some unpredictable costs, such as fuel, are passed through to the customer
under our charter contracts, most other unpredictable costs, including increase in prices of materials, supplies
and spare parts, litigation expenses and redeployment expenses, may not be recoverable from our customers,
which could materially and adversely affect our business, financial condition and results of operations.
Competition in the shipping industry could reduce our market share which could materially and adversely
affect our results of operations
Contracts for time charter contracts are generally awarded on a competitive basis. Some important factors
determining whether a contract will be awarded include:
• age, quality and capability of the vessels;
• a vessel operator’s ability to meet the customer’s schedule;
• length of our relationships with customers;
• a vessel operator’s safety record, reliability, efficiency, reputation and experience; and
• price.
We face competition from other local shipping companies in Indonesia. In addition, our key customer,
Pertamina, maintains its own fleet of tankers, and according to Drewry, plans to add up to 69 vessels to its
tanker fleet. In addition, the implementation of the cabotage principles under Indonesian shipping laws, although
limiting international competition, makes domestic investment more attractive, which could increase the level of
competition we face. Our competitors may be better able to compete in making vessels available more quickly
and efficiently, meeting the customer’s schedule and withstanding the effect of declines in daily charter rates
and utilization rates. They may also be better able to weather a downturn in the oil and gas industry. Some of
our competitors may also be willing to accept lower daily charter rates in order to maintain utilization, which
can have a negative impact upon daily charter rates and utilization in our business. Also, our affiliates
(companies owned by our shareholders outside of our group) own vessels, which can be used to compete against
us in the shipping business. Our failure to compete effectively could cause us to lose customers and market
share.
We may not be able to renew our existing time charters when they expire or enter into new time or spot
charters
We cannot assure you that any of our existing time charters will be renewed or that we will be successful
in entering into new time charters on vessels acquired by us; or if renewed or entered into, that they will be at
favorable rates. The time charters for our tankers have expiry dates ranging from the second quarter of 2015 to
the second quarter of 2023. Although many of the time charter contracts contain optional extension periods, we
cannot assure you that such options will be exercised by our customers. If, upon expiration of the existing time
charters, we are unable to obtain time charters or spot charters at desirable rates, this may materially and
adversely affect our business, financial condition and results of operations.
Our time charter contracts contain termination rights in favor of our customers
Nine of our time charter contracts entered into with respect to our vessels are for periods greater than one
year and substantially all have fixed daily charter rates for that term, which were based in part on prevailing
charter rates and expectations for future charter rates and residual values at the time we entered into these
charters. Under our time charters, we are not free to terminate the charters and redeploy the vessels to take
advantage of more profitable charters during the terms of our existing charters. However, our time charter
contracts are based on our customers’ standard form contracts and allow the customer to terminate the charter
term without penalty if we fail to perform our obligations under the contracts. If such termination rights are
exercised, we cannot assure you that we will be able to redeploy the vessels on similar or better charter terms,
which could result in a reduction in our income.
We have and will continue to have a substantial amount of indebtedness which may impose limitations on
our growth
We now have a substantial amount of indebtedness. Our strategy of growth through the optimization and
expansion of our existing fleet and shipyard requires substantial investment and is dependent on our ability to
finance these efforts and other investments out of internal accruals of new capital. The agreements governing
our indebtedness contain restrictions that limit our financial flexibility, including covenants that limit our ability
to take on additional debt or issue additional equity or equity-linked securities and covenants that require us to
maintain certain financial ratios. If our future financial performance fails to meet the expectations of our lenders
and investors, we may not be able to raise the new capital required to fund our growth and we may not be able
to obtain additional financing on satisfactory terms.
Our loan agreements and the loan agreements of our subsidiaries impose operating and financial
restrictions on us and our subsidiaries. These restrictions limit or may limit, if certain ratios are not maintained,
our ability and the ability of our subsidiaries to, among other things:
• incur additional indebtedness;
• dispose of our assets;
• engage in mergers or acquisitions;
• pay dividends;
• sell our vessels; and
• substantially change our business.
A significant portion of our indebtedness is subject to floating interest rates which exposes us to increased
interest expense as interest rates rise. Therefore, we and our subsidiaries may, under certain circumstances, need
to seek permission from lenders in order to engage in some corporate actions. The interests of our lenders and
our subsidiaries’ lenders may be different from our and your interests, and we cannot assure you that we will be
able to obtain lenders’ permission when needed, or at all. This may prevent us or our subsidiaries from taking
actions that are in our, their and/or your best interest.
Our substantial indebtedness and our compliance with the covenants contained in our financing
agreements could also have a material adverse impact on our ability to operate our business in the manner that
our management would otherwise consider most beneficial to our Company and our shareholders. For example,
these covenants could prevent us from making acquisitions of vessels or vessel-owning companies when we
would consider such acquisitions necessary for or beneficial to our business, or they could limit our ability to
make other investments in our fleet or other aspects of our business. These restrictions could materially and
adversely affect our business, financial condition and results of operations.
We may not be able to implement our business strategy successfully or manage our growth
Our future growth and earnings will depend on the successful implementation of our business strategy.
Our ability to achieve our business and financial objectives is subject to a variety of factors, many of which are
beyond our control. A principal focus of our business strategy is to grow by expanding the size of our fleet. Our
future growth will depend upon a number of factors, including our ability to:
• maintain or develop new and existing customer relationships;
• acquire or charter-in vessels at commercially reasonable costs;
• take delivery of, integrate into our fleet and employ any pre-owned vessels we may order or
purchase in the future;
• successfully manage our liquidity and obtain the necessary financing to fund our growth;
• attract, hire, train and retain qualified personnel to manage and operate our fleet;
• identify and consummate desirable acquisitions, joint ventures or strategic alliances; and
• identify and capitalize on opportunities in the Indonesian and international markets.
Further, it is also part of our strategic plans to expand into providing shipyard services in Indonesia in
which we have little or no proven experience, and such an expansion could prove to be unsuccessful.
We intend to acquire one or more vessels. We cannot assure you that we will be able to locate suitable
vessels in the international market that meet the demands of our customers, that such vessels will be available at
the times we require them or that such vessels will be available at commercially reasonable costs. In addition,
we may be unable to obtain financing to acquire vessels. Our failure to acquire suitable vessels at commercially
reasonable costs could result in our losing bids for otherwise profitable charter contracts.
We completed construction of our shipyard located at Tanjung Balai Karimun in 2012 and commenced
shipbuilding activities at our shipyard in 2012. We intend to commence ship maintenance and repair and other
activities in our shipyard after the completion of our floating dry dock, which we expect to commence
operations in the fourth quarter of 2015. Operating our shipyard will require additional capital expenditures,
human resources and know-how. As we only entered into the shipyard business in 2012, our operations in this
sector have been small and our experience limited, and we may not be able to compete with other more
established shipyard services providers on a larger scale. It is difficult to evaluate or predict our ability to
implement our overall expansion strategy successfully. An expansion of our shipping activities through the
acquisition of vessels and diversification of our business into providing shipyard services will require substantial
investment, and if such expansion and diversification is not successful, we will not receive an adequate, or any,
return on our investment. Furthermore, we may decide to alter or discontinue aspects of our business strategy
and may adopt alternative or additional strategies in response to our operating environment or competitive
situation or factors or events beyond our control. These foregoing factors could materially and adversely affect
our business, financial condition and results of operations.
We may not be able to obtain financing to fund our fleet expansion and other activities
Our industry is capital intensive, and we require access to capital to acquire new vessels. To achieve
timely settlement of opportunities to acquire pre-owned vessels, we frequently bridge the acquisition cost with
cash on hand or with loans from our shareholders. We then refinance the vessel with debt capital post-
acquisition, which may increase our debt levels. Depending on future investment plans, we may require
additional financing, which may not be available or, if available, may not be available on favorable terms. In
addition, in the past, some of our bank facilities have been guaranteed by our shareholders and affiliated
companies, and in some cases, our principal shareholders have provided financing to our Company by way of
shareholder loans. We cannot assure you that our shareholders will continue to provide guarantees for our bank
facilities or provide shareholders loans in the future, and this may affect our ability to obtain financing in a
timely manner. Failure to obtain financing on a timely basis or on commercial terms could cause us to forfeit or
forego various opportunities, and failure to obtain financing on attractive terms may result in increased
financing costs and could materially and adversely affect our business, financial condition and results of
operations.
Fluctuations in the market value of our vessels may materially and adversely affect our results of operations
and ability to obtain additional financing or access existing lines of credit
The market value of vessels fluctuates depending upon a number of factors, including general economic
and market conditions affecting the industry, demand for vessel capacity, the number, type, age and size of
vessels in the world fleet, the price of newbuilds (which is affected by availability of shipyard berths and
financing), the level of vessel scrapping, the impact of any port congestion on fleet productivity, the cost of
other modes of transportation and swings in the historically cyclical shipping industry. If we sell a vessel at less
than the vessel’s carrying amount on our consolidated financial statements, this will result in a reduction in our
earnings. For example, in December 2013, we sold one of our vessels and its related equipment for US$9.0
million and recognized an impairment loss of US$3.9 million, being the difference between the sale price and its
net book value.
Certain of our existing lending arrangements contain loan-to-value covenants that could be breached if the
market value of vessels securing such loans falls below a certain threshold. Although such covenants typically
permit us to remedy a decline in the market value of mortgaged vessels by providing additional collateral, our
ability to do so will be limited by the terms of the Indenture. As a result, declining vessel values could require us
to limit or reduce our borrowing under existing loan facilities, which would adversely affect our liquidity. Our
inability to satisfy loan-to-value covenants under our existing lending arrangements could also lead to a breach
of such covenants, which could give rise to events of default under our existing loans.
We are dependent upon the services of key management personnel
Our success depends to a significant extent upon the abilities and collective efforts of our senior
management team and the management teams of our subsidiaries. Our success will depend upon our ability to
retain key members of our respective management teams and hire additional qualified employees. The loss of
any member of our senior management team or the management teams of our subsidiaries could materially and
adversely affect our business, financial condition and results of operations. Difficulty in retaining and hiring
personnel could adversely affect our results of operations. In addition, members of our senior management
teams have established relationships with customers. The loss of any member of our senior management teams
could adversely affect our ability to retain these customers.
We may be unable to attract and retain qualified, skilled employees necessary to operate our business
Our success depends in large part on our ability to attract and retain highly skilled and qualified personnel,
including masters, or captains, for our vessels. If we are unable to hire, train and retain a sufficient number of
qualified employees, it may adversely affect our ability to manage, maintain and grow our business. In addition,
pursuant to cabotage principles under Indonesian shipping laws, our Indonesian-flagged vessels, which comprise 34
of the 35 vessels in our fleet or 98.8% of our aggregate DWT capacity, must be operated by an Indonesian crew. We
require skilled employees who can perform physically demanding work. As a result of the volatility of the oil and
gas industry and the demanding nature of the work, potential employees, especially seafarers, may choose to pursue
employment in fields that offer a more desirable work environment at wage rates that are competitive with ours.
With a reduced pool of workers, it is possible that we will have to expend resources to attract personnel from outside
Indonesia or raise wage rates to attract workers from other fields and to retain our current employees. If we are not
able to attract personnel from outside Indonesia or increase our charter rates to our customers to compensate for
wage-rate increases, this could materially and adversely affect our business, financial condition and results of
operations.
Our costs may increase if our employees are unionized
Currently, none of our employees or the marine crew that operates our vessels are members of any labor
unions. As our fleet and the scale of our shipyard operations grow, our marine crew and land-based employee
requirements will increase. Our plans to increase our shipping and shipyard operations could also accelerate the
organization of our work force into labor unions. If these employees, in particular the marine crew that operates
our vessels, form a labor union or join an established labor union, it could increase our employee costs,
including costs for salaries and costs for benefits, and lead to disruptions in our operations. These factors could
materially and adversely affect our business, financial condition and results of operations.
We rely on our affiliates to provide technical management services, for the chartering-in of vessels used in
our shipping business and for the supply of lube oil
Our affiliates, PT Equator Maritime and PT Vektor Maritim, provide technical management services in
respect of our vessels under our vessel management services agreements. We rely on our affiliates to provide
certain services, including the provision of certification and compliance services and the selection and
employment of marine crew that operate our vessels. Also, we charter-in three vessels from our affiliates under
time charters and charter these vessels to third parties in connection with our shipping business. In addition, we
purchase lube oil from one of our affiliates, PT Rezeki Putra Energi, from time to time. In the years ended
December 31, 2012, 2013 and 2014 and the three months ended March 31, 2014 and 2015, our cost of revenues
paid to PT Rezeki Putra Energi amounted to US$741,492.0, US$763,323.0, US$432,058.0, US$91,010.0,
US$155,198.0. If our affiliates cease to provide technical management services, to charter their vessels to us or
supply lube oil to us, we would have to engage third parties to provide technical management services, charter-
in vessels and/or obtain lube oil from third parties. We cannot assure you that our affiliates will continue to
provide us with technical management services, charter their vessels to us or supply lube oil to us, or that we
will be able to obtain these goods and services from third parties on commercially reasonable terms or at all.
We face the risk of unsatisfactory quality of work performed by our subcontractors
We rely substantially on subcontractors for our labor requirements. Instead of maintaining a large number
of full-time employees, we employ a significant number of subcontract labor and production workers, which we
can increase or decrease to suit our requirements. When the need arises, we outsource certain aspects of our
shipping operations and shipbuilding work scope, such as the provision of marine crew to operate our vessels
and production of certain vessel sub-assemblies and structural sections for our shipyard business, from time to
time, to our subcontractors. These subcontractors may be under-qualified or less skilled as compared to our own
employees or may use poor quality or defective sub-components. In addition, our subcontractors may not report
safety concerns. This may lead to increased costs borne by us, which could materially and adversely affect our
business, financial condition and results of operations and our relationships with our customers. In addition,
with respect to our shipyard business, should our subcontractors default on their contractual obligations or be
unable to complete their work according to specifications on schedule, our ability to deliver the vessels to our
customers in accordance with the quality or timing specifications in the shipbuilding contract may be
compromised, which could materially and adversely affect our business, financial condition and results of
operations.
We may fail to maintain certification by classification societies
The hull and machinery of every merchant vessel must be classed by a classification society authorized by
the vessel’s country of registry. Our two VLCCs travel internationally and are currently classed by Lloyd
Register Asia (“LR”) and DNV GL. The rest of our fleet is currently classed by Nippon Kaiji Kyokai (“NKK”),
American Bureau of Shipping (“ABS”) and Biro Klasifikasi Indonesia (“BKI”), the ship classification society of
Indonesia. A classification society certifies that a vessel is safe and seaworthy in accordance with the applicable
rules and regulations of the vessel’s country of registry and the international conventions to which that country
is a party. Each classification society issues several different certificates for each vessel, including the
Certificate of Class for Hull and Machinery, International Safety Management certificate, International Ship and
Port Facility Security certificate, and the International Labor Organization Maritime Labor Convention
certificate.
A vessel must undergo scheduled surveys, annual surveys, intermediate surveys, dry docking surveys and
special surveys and is sometimes subject to other surveys and inspections that are required pursuant to the
regulations and requirements of the vessel’s country of registry. In lieu of a special survey, a vessel’s machinery
may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-
year period. Our vessels are on special survey cycles for hull inspection and continuous survey cycles for
machinery inspection. Vessels are typically required to undergo special surveys, which include inspection of
underwater parts at least once every five years.
The classification and inspection of our vessels is a prerequisite to our charter contracts. If any vessel does
not maintain her class or fails any annual survey, intermediate survey, dry docking survey, special survey or
other surveys performed by her classification society, that vessel may be unable to trade between ports and will
be unemployable. The failure to maintain a vessel’s class or the failure of a vessel survey could also cause us to
be in violation of our insurance policies, and may allow the insurer to decline coverage. Such inability to trade
between ports or violations of our insurance policies would negatively impact our revenues.
Failure to obtain vetting approval by our customers might adversely affect the employment of our vessels
Vessels, owners, management, personnel, operational procedures and emergency preparedness are
increasingly being subjected to scrutiny or “vetting” by charterers. Concerns for the environment have also led
our clients to develop and implement a strict due diligence process when selecting the vessels and vessel
operators. In addition, we are required to maintain certain insurance policies under the terms of our time charter
contracts, and such insurance policies may not be available on commercially reasonable terms, or at all.
Although Pertamina has not rejected our vessels in the past even though certain of our vessels operating under
time charters for Pertamina fail to meet the vetting criteria for vessels set forth by Pertamina, we cannot assure
you that Pertamina will not reject our vessels in the future.
To pass the vetting process successfully and thereby qualify for business with charterers is a major
challenge and often requires us to incur expenses to ensure that our vessels and procedures are in-line with the
relevant charterers’ vetting protocols. Moreover, our charterers’ vetting procedures generally are becoming
more exacting, which likely may result in additional, future expenses in order for our vessels to pass the
applicable vetting inspections. Failure to obtain vetting approval from one or more of our charterers would have
significant impact on our vessels’ utilization rates, our corporate profile and reputation, and could materially and
adversely affect our business, financial condition and results of operations.
Our shipping business is subject to environmental regulation and compliance and potential liability for
violation could require significant expenditures and adversely affect our business, financial condition and
results of operations
Our shipping operations are subject to extensive laws, treaties and international agreements governing the
management, transportation and discharge of petroleum and hazardous materials, all of which are designed to
protect the environment from pollution, as well as other national, local laws and regulations in force in
Indonesia and the other jurisdictions in which our vessels operate or are registered. Our vessels must also meet
stringent operational, maintenance and structural requirements, and they are subject to rigorous inspections by
governmental authorities. In addition, our personnel must follow approved safety management and emergency
preparedness procedures. Violations of applicable requirements could result in substantial penalties, and in
certain instances, seizure or detention of our vessels.
In order to maintain compliance with existing and future laws, treaties and international agreements, we
incur, and expect to continue to incur, substantial costs in meeting maintenance and inspection requirements,
developing and implementing emergency preparedness procedures, and obtaining insurance coverage or other
required evidence of financial ability sufficient to address pollution incidents. These laws, treaties and
international agreements can:
• impair the economic value of our vessels;
• require a reduction in cargo carrying capacity or other structural or operational changes;
• impose more compliance requirements on our vessels, which may, in turn make our vessels less
attractive to potential charterers or purchasers;
• lead to an increase in the risks to be covered under our insurance policies which may in turn, affect
our ability to secure sufficient insurance coverage for affected vessels; or
• result in the denial of access to, or detention in, certain ports.
Because such laws, treaties and international agreements are often revised, we cannot predict the ultimate
costs of complying with such conventions and legislation or their impact on the resale price or useful life of our
vessels or other aspect of our operations. Additional conventions and legislation may be adopted which could
limit our ability to do business or require us to incur substantial additional costs or could otherwise materially
and adversely affect our business, financial condition and results of operations.
Maritime claimants could arrest our vessels, which could interrupt our cash flow and result in a significant
loss of earnings
Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be
entitled to a maritime lien against that vessel for unsatisfied debts, claims or damages. In many jurisdictions, a
maritime lienholder may enforce its lien by arresting a vessel through foreclosure proceedings. For instance, in
February 2015, one of our VLCCs was arrested in Singapore due to allegations made by one of our suppliers
that we failed to pay US$1.3 million of bunker fees. We were able to successfully conclude negotiations with
that supplier on the day our VLCC was arrested, and our VLCC was released on the same day. We cannot
assure you that we will be able to secure the release of our vessels should any of them be arrested in the future
and any arrest or attachment of one or more of our vessels could result in a significant loss of earnings and cash
flow and/or we may be required to pay large sums of funds to have the arrest lifted.
In addition, international vessel arrest conventions and certain national jurisdictions allow so-called “sister
ship” arrests that allow the arrest of vessels that are within the same legal ownership as the vessel which is
subject to the claim or lien. Certain jurisdictions go further, permitting not only the arrest of vessels within the
same legal ownership, but also any “associated” vessel. In these jurisdictions, an “association” may be
recognized when two vessels are owned by companies controlled by the same party. Consequently, a claim may
be asserted against us, any of our subsidiaries, or our vessels for the liability of one or more of the other vessels
we own, of vessels owned by any of our affiliates. Our affiliates also own certain vessels that we engaged in the
shipping business.
We may suffer an uninsured loss, and we do not maintain general insurance cover protecting against all
shipping related risks or lawsuits we may face
The operation of ocean-going vessels carries an inherent risk of loss caused by adverse weather
conditions, environmental mishaps, fire, mechanical failure, collisions, human error, war, terrorism, piracy,
political action in various countries and other circumstances or events. Any such event may result in loss of life
or property, loss of revenues or increased costs and could result in significant litigation against us.
We seek to maintain a comprehensive insurance coverage at commercially reasonable rates, although
premiums charged by insurance companies tend to fluctuate in response to market events over which we have
no control, and the recent corporate bankruptcies which have resulted in a proliferation of shareholder litigation.
Our insurance policies include protection and indemnity and hull and machinery coverage. We believe that our
current coverage is adequate to protect against most of the accident-related risks involved in conducting our
business. Generally, all of our operational activities are covered by insurance, but we do not maintain general
insurance coverage protecting against all lawsuits brought against us, and we may not be covered for certain
types of claims, depending on their subject matter.
There can be no assurance that all risks are fully insured against, that any particular claim will be fully
paid or that we will be able to procure adequate insurance coverage at commercially reasonable rates in the
future or at all. If we were to sustain significant losses in the future, our ability to obtain insurance coverage or
coverage at commercially reasonable rates could be materially adversely affected.
Our future contracted revenue may not ultimately be realized
Our remaining contracted revenues were approximately US$236.1 million as of April 30, 2015, assuming
the exercise of all optional extension periods and the performance of mutual obligations under the relevant
contracts. We may not be able to perform under these contracts due to events beyond our control, and our
customers may seek to cancel or renegotiate our contracts for various reasons, including adverse conditions,
resulting in lower earnings. Our time charter contracts may be terminated prior to the completion of the charter
period or our customers may not exercise the optional extension periods. Moreover, some of our vessels are
chartered to provide services to a specific project and a delay in the project commencement or disruption
through unforeseen events may have an adverse impact on our utilization of the contracted vessel and thus on
our financial condition and results of operations. Our inability, or the inability of our customers to perform,
under our or their contractual obligations may materially and adversely affect our business, financial condition
and results of operations.
Our vessels may be exposed to attacks by pirates or terrorist attacks
Some of our vessels operate in international waters and may be attacked, destroyed, hijacked or seized by
pirates, or subject to terrorist attacks, resulting in damage or loss to the vessels which exceeds existing insurance
coverage or which is not covered by the existing insurance policies. Any such event could materially and
adversely affect our business, financial condition and results of operations.
There is risk associated with phasing-out of single-hull oil tankers
Four of the vessels in our fleet are single-hull oil tankers and have a capacity of greater than 5,000 DWT,
which add up to an aggregate capacity of 47,805 DWT, representing 3.6% of the total DWT capacity of our fleet
as of March 31, 2015. The International Maritime Organization (the “IMO”) has prescribed rules relating to the
phasing-out of single-hull oil tankers with a capacity of greater than 5,000 DWT, and this phase-out has been
accelerated to 2010 from 2015, despite protests from a number of nations such as the United States and Japan,
provided that the flag State may permit continued operation for vessels meeting certain requirements.
Notwithstanding rules prescribed by the IMO, Indonesian regulations have permitted continued operation for
single-hull oil tankers of more than 20 years of age if they comply with the conditional assessment scheme
contained in the Ministry of Transportation Regulation regarding Single Hull Oil Tanker No. KM. 66 of 2005
(“KM 66”). Any disaster such as an oil spill may prompt the Government to further accelerate the phase out of
single-hull vessels. Any further acceleration of the phase-out may affect our business and financial condition.
Further, although presently non-mandatory, certain countries may put a restriction for entry of single-hull
vessels on their ports, which may prevent our single-hull vessels from servicing our customers who call at those
ports and may materially and adversely affect our business, financial condition and results of operations.
We cannot assure you that we will be able to compete successfully against our competitors and new entrants
to the shipyard industry
The shipyard business is highly competitive. We face competition from domestic shipyards, as well as
competitors located both in the People’s Republic of China (the “PRC”) and elsewhere in the Southeast Asia
region. We compete on the basis of our ability to fulfill our contractual obligations including the timely delivery
of vessels constructed by us and our ability to dry dock vessels, our yards capacity and capabilities and the price
and quality of the vessels we are able to construct and dry dock. Most of our competitors have more experience
in providing shipyard services and in shipbuilding and many of them have more resources than us and some of
them may have lower costs of operations than we have. In addition, some of our competitors may have
competitive advantages in building and dry docking certain types of vessels compared to us. Our competitors,
particularly those in the PRC, from time to time engage in aggressive pricing in order to gain market share. In
addition, a number of shipbuilding companies currently focus on building different types of vessels than we do.
Although these shipbuilding companies currently do not compete with us, they may possess the capability to
build the types of vessels we build and we cannot assure you that they will not compete with us in the future.
We cannot assure you that we will be able to compete successfully against our competitors, as well as new
entrants in this industry in the future, or that the shipyard companies that are not directly in competition with us
now will not compete with us in the future. Accordingly, if we are unable to maintain our competitive advantage
and compete successfully against our competitors and any new entrants to this industry in the future, this could
materially and adversely affect our business, financial condition and results of operations.
We cannot assure you that our floating dry dock will become operational as scheduled or operate as
efficiently as planned
We are currently constructing a 50,000 DWT floating dock which is key to our proposed ship repair and
maintenance activities at our shipyard. Currently, we expect the floating dock to commence operations in the
fourth quarter of 2015. However, we cannot assure you that the construction of the floating dock will be
completed as scheduled, or will become operational as soon or operate as efficiently as planned. If there are
delays in the construction of the floating dock, problems with the facilities on it or for other reasons, the floating
dock does not function as efficiently as intended, or our utilization of the floating dock is not optimal, we may
not be able to expand our shipyard operations and also commence the servicing and dry docking of our own
vessels at our own facilities or service third parties as planned, and this could materially and adversely affect our
business, financial condition and results of operations. Failure to complete our dry dock as scheduled or
inefficient operation could materially and adversely affect our business, financial condition and results of
operations.
We could incur losses under our fixed price contracts as a result of cost overruns, delays in delivery or
failures to meet contract specifications
All of our current shipbuilding contracts are fixed-price contracts and we entered into these contracts up to
three years prior to the scheduled delivery of the respective vessel. We attempt to forecast costs of labor and raw
materials when we enter into our fixed-price contracts and retain all cost savings on completed contracts, but we
are liable for the full amount of all cost overruns. The actual costs incurred and profits we realize on a fixed-
price contract may vary from our estimates due to factors such as:
• unanticipated variations in labor and equipment productivity over the term of a contract;
• unanticipated increases in labor, raw material, subcontracting and overhead costs, including as a
result of bad weather; and
• delivery delays and corrective measures for poor workmanship.
Depending on the size of the project, variations from estimated contract performance could significantly
reduce our earnings, and could result in losses, during any fiscal quarter or year. All of our fixed price contracts
provide for liquidated damages for late delivery. We cannot assure you that these contracts, if secured, can be
completed profitably. Significant cost overruns on our fixed price contracts could materially and adversely
affect our business, financial condition and results of operations.
We do not have certificates for most of the land for our shipyard
We have not obtained HGB certificates of title for approximately 80% of the total land area of our
shipyard, including land on which we currently operate our shipyard business and the land available to expand
our shipyard business. A portion of such land is subject to further registration in order to obtain HGB certificate
of title from the relevant land office. Currently, our possession of such land is based on either (i) a long term
lease from the regional government; (ii) an ongoing reclamation process pursuant to a reclamation license
granted to us by the Government; or (iii) acquisition from local residents of the lands by entering into certain
agreements with the owners or occupants to transfer the rights or ownership over the land to us or Hartono
Utomo, one of our Directors. Although we intend to obtain the HGB certificates issued in the name of our
Company for all such land in order to develop the shipyard operations, we cannot assure you that we will obtain
or perfect the relevant title to such land in a timely manner or at all or ownership of the land will be duly
transferred to us, or that we will acquire valid title to the land, even though we have made payments for the
relevant land. Failure to do so would have a material and adverse effect on our business, financial condition and
results of operations.
Our shipbuilding business is exposed to the risk of increases in the price of our raw materials
The major components of our cost of sales include raw materials such as steel and other materials,
equipment and other components such as pumps, propellers and engines. In the periods after we commenced our
shipyard operations, for the years ended December 31, 2013 and 2014 and the three months ended
March 31, 2015, our raw material costs constituted 75.4%, 53.4% and 81.9% of our cost of sales for our
shipyard business, respectively. In particular, for the same periods, steel purchases accounted for 66.3%, 22.0%
and 16.0% of our cost of sales, respectively.
Shortages in the supply of the raw materials we use in our shipyard business may result in an increase in
the price of these raw materials. In addition, the cost of many of the raw materials we use, such as steel, may
fluctuate in line with any changes in their global supply and demand. In the event that our raw materials increase
in price, we will not be able to pass these price increases to our customers on our existing contracts, which could
materially and adversely affect our business, financial condition and results of operations.
We may be unable to attract and retain sufficient skilled and/or qualified personnel for our shipyard business
Competition for skilled shipyard labor in Indonesia is intense. Our competitors may also be expanding
their operations and may require additional workers. As a result, we may from time to time, experience
difficulties in attracting and retaining highly skilled employees. Our shipbuilding operations require highly
skilled and qualified personnel, such as engineers. For example, our engineers in our design and technical
department are instrumental in analyzing the design blueprints of new vessels and play a central role in
designing the production process. They also play a critical role in our cost management system, as we are
dependent on them to formulate production design plans that will allow for the efficient utilization of our raw
materials. Personnel for our shipyard is engaged separately from personnel for our shipping business. Our
inability to maintain a sufficient number of skilled and qualified personnel to handle the more sophisticated and
technology-intensive shipbuilding or dry docking processes, or us having to pay substantially higher salaries to
procure these personnel, could materially and adversely affect our business, financial condition and results of
operations.
Labor shortages could increase the cost of labor and hinder our productivity and ability to complete the
construction of our vessels on time, which would materially and adversely affect our business, financial
condition and results of operations.
Further, we utilize subcontract labor and production workers in our shipyard on a regular basis. In the
event that we are unable to secure adequately skilled subcontract labor and production workers or if the costs for
such services increase, this could materially and adversely affect our business, financial condition and results of
operations.
Our future growth and expansion of our shipyard is limited by our production capacities and the location at
which we operate
Our shipbuilding capacity is limited by, among other things, the size of our shipyard, the number, size and
capacities of our slipways, berths, docks and our plant and equipment. In addition, the size and capacity of the
vessels we dry dock is limited by the locations at which we operate. After completion of our floating dry dock,
we will have the capacity to service vessels of up to 50,000 DWT of capacity. We would not be able to take
maintenance or repair orders for vessels of greater than 50,000 DWT, and, as a result, we may have to refuse
maintenance or repair order for vessels larger than 50,000 DWT of capacity. In the event that we are unable to
increase our production capabilities to enable us to construct such vessels, we may lose business opportunities
and this could materially and adversely affect our business, financial condition and results of operations.
The first phase of our shipyard has a total land area we estimate is approximately 50 hectares, with an
additional land area of approximately 168 hectares available for expansion. We hold the land comprising our
current shipyard and land available for expansion under various land interests. We will have to incur substantial
capital investments, expenditure and time to expand our production capacities by expanding the size of our
shipyard in line with our plans for future phases of our shipyard. We cannot assure you that we will be able to
secure appropriate and suitable financing for such an expansion. Accordingly, we cannot assure you that we will
be able to manage the future expansion of our production capacities effectively. Any failure on our part to do so
would materially and adversely affect our business, financial condition and results of operations.
We may not be able to meet our construction schedules and may face delays in the delivery of vessels to our
customers
We are dependent on our suppliers for the timely delivery of raw materials, equipment and components
such as pumps, propellers and engines. When the need arises, we outsource certain aspects of our shipbuilding
work scope, such as the production of certain vessel sub-assemblies and structural sections, from time to time, to
our subcontractors. We also rely heavily on the importation of marine equipment and other shipbuilding-related
components that are not manufactured domestically. We are dependent on the timely completion of
subcontracted works by our subcontractors when we use their services. We may encounter situations where we
are unable to deliver our vessels on a timely basis due to, among other reasons, late or lack of delivery of raw
materials from our suppliers or late completion of subcontracted works by our subcontractors. In addition, we
are also dependent on subcontract labor and production workers for the construction of our vessels. In the event
that we fall behind schedule in the delivery of our vessels, we may not have the requisite buffer in our
production capacity or sufficient subcontractors to react to any contingencies that may arise in constructing and
delivering our existing orders. If we are unable to source such raw materials, equipment and components from
alternative suppliers on a timely basis, our production schedule may be delayed, thereby delaying the delivery of
the vessel to our customers. In addition, our profitability may also be adversely affected if we are unable to
secure alternative sources of such raw materials, equipment and components in a cost efficient manner or if we
are unable to recover liquidated damages from the defaulting suppliers.
Our shipyard operations are subject to risks including, inter alia, the breakdown, failure or sub-standard
performance of machinery, natural disasters like floods, long periods of adverse weather, social unrest and
strikes, which may result in operational disruptions. Any material operational disruptions will adversely affect
our ability to meet our construction schedules and cause delays in the delivery of vessels to our customers.
Any substantial delay in the completion and delivery of the vessels under our shipbuilding contracts may
result in us being liable to pay our customers damages, liquidated or otherwise. If the delay continues beyond
the time stipulated in the contracts, our customers may rescind their shipbuilding contracts with us. Any delay
will have an impact on our reputation and could materially and adversely affect our business, financial condition
and results of operations.
We may face claims and incur additional rectification costs for defects and warranties in respect of our
vessels
We may face claims by our customers in respect of defects, poor workmanship or non-conformity to our
customers’ specifications in respect of vessels built by us. We typically extend a warranty period of 12 months
to our customers for new vessels. Due to the length of the warranty period extended by us, we may be subject to
claims from our customers and we may incur additional costs if rectification work is required in order for us to
satisfy our obligations during the warranty period. We are also required to provide a warranty bond in an
amount equal to 3.0% of the contract price to cover rectification work for 12 months after delivery and the
acceptance of the vessel by our customer. We cannot guarantee you that these warranty provisions will be
sufficient to cover the costs incurred for defects. If the costs of any rectification works exceed the warranty
bonds we have made, this could materially and adversely affect our business, financial condition and results of
operations.
Shipbuilding exposes us to potential liabilities that may not be covered by insurance
Our shipbuilding operations are subject to inherent risks such as equipment defects, malfunctions and
failures, equipment misuse and natural disasters that can result in uncontrollable flow of gas or well fluids, fires
and explosions. Although we maintain insurance on our vessels for fire, catastrophe, work-related injury and
material failure, we do not have insurance for business interruption. Substantial portions of our activities involve
the fabrication and refurbishment of large steel structures, the operation of cranes and other heavy machinery
and other operating hazards. These risks could expose us to substantial liability for personal injury, wrongful
death, product liability, property damage, pollution and other environmental damages. Although we have
obtained insurance for our employees as required by Indonesia laws and regulations, as well as our shipyard
properties and assets, our insurance may not be adequate to cover all potential liabilities. Further, we cannot
assure you that insurance will be generally available in the future or, if available, that the premiums will not
increase or remain commercially justifiable. If we incur substantial liability and the insurance does not or is
insufficient to cover the damages, this could materially and adversely affect our business, financial condition
and results of operations.
We will not be able to secure new contracts if we are unable to issue the requisite refund guarantees as
required under our shipbuilding contracts
The shipbuilding industry is a capital-intensive industry, and, as the contract prices under our shipbuilding
contracts are generally high, we are typically required to furnish our customers with refund guarantees as
security for the fulfillment of our contractual obligations under our shipbuilding contracts until the completed
vessel is delivered to the customer.
In order for us to secure refund guarantees, banks and financial institutions review, among other things,
our financial standing and creditworthiness. Generally, we arrange for banks to issue refund guarantees to our
customers from our available banking facilities. We cannot assure you that we will continue to be able to
arrange for refund guarantees in this manner. In the event that we are unable to do so and we are unable to
satisfy the financial requirements prescribed by our banks and financial institutions, we will not be able to
procure the requisite refund guarantees and as a result, we may be unable to secure new contracts, which would
materially and adversely affect our business, financial condition and results of operations.
If our customers terminate their shipbuilding contracts or if we experience a total loss of our vessels under
construction, our customers can enforce on our refund guarantees, which could materially and adversely
affect our net revenues and profits
Our customers retain the right to change or terminate their shipbuilding contracts upon the occurrence of
certain events, including, if we experience a total loss of the vessel under construction. In the event of a
termination of a shipbuilding contract other than due to the fault of the customer, the customer would be entitled
to enforce the refund guarantee, which we have provided as a security in respect of our shipbuilding contract.
The enforcement of a refund guarantee would result in us incurring significant liability to the bank providing the
refund guarantee. To date, none of our shipbuilding contracts has been terminated, and our refund guarantees
have not been enforced upon. However, any termination of a significant contract or enforcement of a refund
guarantee would materially and adversely affect our business, financial condition and results of operations.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis is based upon information contained in our financial statements,
including the notes thereto, appearing elsewhere in this Updates. You should read the following discussion and
analysis in conjunction with our financial statements, including the notes thereto. This discussion contains
forward-looking statements that reflect our current views with respect to future events and financial
performance. Our actual results may differ materially from those anticipated in these forward-looking
statements as a result of factors, such as those set forth under “Risk Factors” and elsewhere in this Updates.
Our consolidated financial statements have been prepared in accordance with Indonesian FAS. Indonesian FAS
differ in certain significant respects from IFRS.
Overview
We are the largest independent tanker owner and operator in Indonesia in terms of DWT capacity, as of
March 31, 2015, according to Drewry, providing crude oil, petroleum products and LPG shipping services and
shipyard services principally to companies operating in the domestic oil and gas and chemical sectors. As of
March 31, 2015, we owned and operated a total of 35 vessels, of which 34 were Indonesian-flagged tankers,
including 18 oil tankers, of which two are the only Indonesian flagged VLCCs in the market, 12 chemical
tankers, three gas tankers and two FSO tankers, with a total carrying capacity of 1.3 million DWT. We also own
a shipyard the first phase of which comprises a total land area we estimate is approximately 50 hectares and has
a coast line of 1.3 kilometers. Our shipyard commenced providing shipbuilding services in 2012. We also intend
to offer ship repair and maintenance services to third parties and to our own vessels after the completion of our
floating dry dock.
Our business benefits from cabotage principles under the Indonesian shipping law that mandate the use of
Indonesian-flagged vessels for domestic sea freight transportation, particularly to support the national oil and
gas downstream industry in the seaborne distribution of crude oil, petroleum products and LPG around the more
than 13,000 islands that comprise the Indonesian archipelago. As of March 31, 2015, our 34 Indonesian-flagged
tankers had a total carrying capacity of 1.28 million DWT and our two VLCCs currently transport crude oil
from Middle East producers for processing at Pertamina refineries in Indonesia.
We operate two principal lines of business, namely shipping services and shipyard services. Our shipping
business is divided into two main segments based on the contract arrangements under which our vessels are
chartered to customers, namely time charters and spot charters.
Under time charter contracts, our vessels are chartered to customers for fixed periods of time at a fixed
charter fee, which is calculated per day. Time charter services include our vessel operational crews, along with
all maintenance services, supplies, spare parts, crew meals and other operational services. The chartering party
remains directly responsible for other voyage costs, which primarily comprise bunker and port charges and
duties. Our time charters typically have an original lease term of between three months and ten years with one or
more extension periods exercisable at the option of the customer, depending on the particular demands of the
customer. As of April 30, 2015, our remaining contracted revenues for time charters amounted to
US$236.1 million, of which US$92.2 million relates to revenues from optional extension periods, and our time
charter contracts had a weighted average remaining life of 5.6 years weighted by contract value, including
optional extension periods. Under spot charter contracts, our vessels are chartered to customers for a single
voyage that is priced on a current or “spot” market rate. Similar to time charters, spot charter services include
our vessel operational crews, along with all maintenance services, supplies, spare parts, crew meals and other
operational services. Our spot charter customers pay a single charter fee, while we bear the expenses for the
crew, bunker and port charges and other operating costs.
In 2012, we commenced new shipbuilding operations at our shipyard located in a Free Trade Zone in
Karimun, Indonesia, in the Malacca Straits, an international shipping route, and nearby Singapore, which has a
developed maritime industry. Our shipyard is fronted by a 1.3 kilometer coast line and has a coastal depth of
12 meters and provides shipbuilding and docking services for vessels of various carrying capacities. We
currently have an orderbook of five new ships under construction, with completion and deliveries scheduled to
occur between late-2015 and 2017. We also have a 50,000 DWT floating dry dock scheduled to complete
construction and commence operation in the fourth quarter of 2015, from which we expect to provided ship
repair and maintenance services for our fleet and other vessels. We believe that the Free Trade Zone provides
our shipyard with advantages on the import of materials and spare parts, including tax-free status and expedited
customs clearance, which will allow us to compete effectively on cost and timing of shipbuilding, maintenance
and repair services.
Recent Developments
Our subsidiary, SPU, a non-guarantor restricted subsidiary, entered into an agreement with DBS on
April 23, 2015 for a term loan in a maximum amount of US$14.7 million for the purpose of fully financing the
acquisition of our vessel, KM Fortune Pacific XLIX and to partially finance the acquisition of our vessel,
KM Success Dalia XLVIII. The facility is subject to interest at a rate of one month LIBOR plus a margin of
3.75% per annum. The final maturity date of the loan is May 22, 2020. We are subject to certain negative
covenants and financial covenants in connection with the DBS facility.
Factors Affecting our Business and Results of Operations
Our results of operations are affected principally by the overall market conditions in the crude oil,
petroleum products and LPG shipping industry and other factors, including:
• Indonesian demand for crude oil, petroleum products and LPG;
• charter rates;
• our fleet size and ability to expand our fleet;
• our mix of time and spot charters;
• utilization rates of our vessels;
• our ability to manage our costs;
• Indonesian cabotage laws and competition;
• foreign exchange fluctuations; and
• access to and cost of financing.
Indonesian demand for crude oil, petroleum products and LPG
As Indonesia is an archipelago comprised of more than 13,000 islands, where the bulk of crude oil,
petroleum products and LPG are transported to various points of consumption by sea, the demand for crude oil,
petroleum products and LPG within Indonesia have had and are expected to continue to have a significant
impact on demand for shipping services, including international shipping services for the importation of crude
oil for refining within Indonesia and domestic shipping services for the transportation of refined oil products for
domestic consumption, and shipyard services and, consequently, on our results of operations.
Crude oil, petroleum products and LPG are Indonesia’s biggest energy sources and Indonesian domestic
demand for them have been growing over the recent years. A consistent growth in Indonesia’s economy in the
past decade has been followed by commensurate growth in Indonesia’s energy consumption. According to
Drewry, Indonesia’s energy consumption has grown at a CAGR of 4.3% in the last five years from 877 million
barrels of oil equivalent in 2007 to 1,079 million barrels of oil equivalent in 2012. The volume of fuel oil that
was transported domestically has also increased from 61.6 million tons in 2010 to 72.0 million tons in 2013,
representing a CAGR of 5.3%.
We provide crude oil, petroleum products and LPG shipping services and shipyard services, principally to
companies operating in the domestic oil and chemical sector in Indonesiaand expect increases in domestic
demand for such products to result in increases in demand for shipping services for both domestic and
international routes, which mainly involve the import of crude oil to refineries in Indonesia. We have worked
closely with Pertamina, the state-owned oil company operating nine refineries around Indonesia and which
accounts for a substantial amount of oil and chemical products produced and shipped within Indonesia, for 35
years and are currently the largest provider of oil and gas and chemical shipping services to Pertamina.
Pertamina is our largest customer and our vessels chartered to Pertamina are principally engaged in time
charters. For the years ended December 31, 2012, 2013 and 2014, and the three months ended March 31, 2015,
respectively, shipping services provided to Pertamina accounted for 68.2%, 46.3%, 52.4% and 53.2% of our net
revenues. Therefore, our results of operations are in particular significantly affected by demand for shipping
services from Pertamina.
We also provide shipyard services for the construction of newbuilds and the repair and maintenance of
ships. Although we currently only provide shipbuilding services at our shipyard, where we construct newbuilds
for customers who satisfy a portion of their shipping needs with their own vessels, we are constructing a
50,000 DWT floating dry dock that is scheduled to commence operations in the fourth quarter of 2015, from
which we expect to provide ship repair and maintenance services for our fleet and other vessels.
Charter rates
For the years ended December 31, 2012, 2013 and 2014, and the three months ended March 31, 2014 and
2015, our net revenues from shipping services were approximately US$71.0 million, US$102.5 million,
US$107.4 million, US$23.9 million and US$27.6 million, or 99.4%, 96.3%, 84.2%, 91.1% and 81.4% of our
total net revenues, respectively. Charter rates have a direct and substantial effect on our revenues from shipping
services. Our charter rates are driven largely by the type of products our customers wish to transport, the type of
vessel they require and the availability of Indonesian flagged vessels, liquid bulk cargo demand for a particular
product and charter type.
As a result of Indonesian cabotage laws and the limitation on foreign investment in Indonesian shipping
companies, competition from foreign shipping companies is limited and there has been an increase in the
number of Indonesian-flagged vessels and a decrease in foreign-flagged vessels operating in Indonesian waters.
According to Drewry, between 2006 and 2013, the number of Indonesian-flagged vessels increased at a CAGR
of 10.7% with the number rising from 6,428 to 13,120 and DWT capacity increasing from 2.9 million DWT to
8.2 million DWT. The volume of fuel oil that was transported domestically has also increased from 61.6 million
tons in 2010 to 72.0 million tons in 2013, representing a CAGR of 5.3%. As there are a limited number of
domestic shipping companies with the resources to grow their fleet size to meet local demand for shipping
services, the number of Indonesian flagged vessels has grown at a relatively slow pace. At the same time, large
scale vessel charterers like Pertamina, our major customer, determine the charter rates they are willing to pay
based on, among other things, prevailing market rates, the charter rates from previous contracts, the investment
required if it were to use its own fleet and its internal budget. We believe that the limited competition faced by
Indonesian shipping companies, the relatively slow growth in the number of Indonesian flagged vessels and the
ability of large scale vessel charterers to influence the charter rates charged by tanker owners and operators have
resulted in relatively stable Indonesian time charter rates as compared to international time charter rates. Our
charter rates also differ depending on the type of charter agreement entered into between us and our customers
as charter rates differ between the spot and time charter markets.
A significant portion of our shipping revenues are from time charter agreements for periods greater than
one year, with charter rates for the period of the charter agreed at the time of entering into the charter. As a
result, fluctuations in market prices during the term of the charter will not affect our income from these vessels
during the period of the charter, although we will similarly not benefit from any increase in hire rates in the
charter market. Our charter rates thus reflect, among other things, the prevailing market forces and expectations
of future charter rates at the time of entry into the relevant charter agreement. When a charter expires, the new
charter rate we obtain depends on the hire rates achievable at the time of the new charter.
Our customers producing oil products generally charter our oil tankers under time charter contracts in
order to ensure a steady distribution to meet consistent demand of their gasoline, diesel and jet fuel around the
Indonesian archipelago, while our customers producing chemical products have less consistent demand for their
products, and therefore tend to charter our smaller vessels under spot charter contracts. According to Drewry,
time and spot charter rates have risen across all the main Indonesian VLCC routes since December 2013 as a
result of strong demand growth and only moderate increases in vessel supply. Time charter rates for other types
of oil tankers have also increased significantly since December 2013 as the increased demand for oil and DWT
capacity for the storage of oil in Indonesia have used up some of the overcapacity in the industry from the
preceding years.
Fleet size and DWT capacity and acquisition of pre-owned vessels
As of March 31, 2015, our fleet was comprised of 35 vessels, of which 34 were Indonesian-flagged
tankers, including 18 oil tankers, of which two are the only Indonesian-flagged VLCCs in the market, 12
chemical tankers, three gas tankers and two FSO tankers, with a total carrying capacity of 1.3 million DWT. The
size of our fleet affects our results of operations, in particular, our revenues, by increasing or decreasing the
number of days our vessels are available for charter, and our depreciation and financing expenses. We believe
that our strategy to purchase pre-owned vessels in the international markets and re-flag these vessels to comply
with Indonesian cabotage rules allows us to enhance our return on investment and operating margins on these
vessels.
As demand for shipping services in Indonesia has continued to grow, we have sought to increase the
number of vessels and the total DWT capacity of our fleet through the acquisition of well-constructed and
maintained pre-owned vessels, principally from the European market, which we then re-flag to become
Indonesian-flagged vessels. To achieve timely settlement of opportunities to acquire pre-owned vessels, we
frequently bridge the acquisition cost with cash on hand and then refinance the vessel with debt capital post-
acquisition. The price of pre-owned vessels in the international markets is linked to international time charter
rates, with vessel prices increasing and decreasing in tandem with charter rates. Indonesian time charter rates,
however, are relatively stable and less likely to fluctuate when compared to international time charter rates. As a
result, increases in international time charter rates may have the effect of increasing our cost to acquire pre-
owned vessels in the international markets, and as such we may not receive the benefit of a corresponding
increase in shipping revenues earned on time charter rates in the Indonesian market, which may have the effect
of lowering our return on investment in these pre-owned vessels. Our steady revenues under time charter
contracts with Pertamina and other customers are partially offset by the higher capital expenditures and other
costs (including costs associated with chartered-in vessels to replace our vessels on time charter contracts during
periods of repair and maintenance) that increase with the age of the vessel.
Mix of spot and time charters
As charter rates and vessel operating costs differ between the spot and time charter markets, our revenues,
operating margins and results of operations are affected by the mix of our vessel charters between spot charters
and time charters.
Spot charters are priced at a current or “spot” market rate. The customer pays a flat spot fee for the charter
and our spot fee includes our estimated voyage expenses, including bunker costs and duties and port charges,
which we seek to pass on to our customers. As such, we generally derive higher revenues per day for a
particular vessel from spot charter contracts, although our operating margins for spot charter contracts may be
lower due to higher vessel operating costs associated with spot contracts. Under time charter contracts, vessels
are chartered to customers for fixed periods of time at a fixed charter fee. Unlike spot charter arrangements, the
chartering party remains directly responsible for voyage costs, such as bunker costs and duties and port charges,
and our time charter fees are comparatively lower than our spot charter fee to account for such a difference. As
such, we generally derive lower revenues per day for a particular vessel from time charter contracts, although
our operating margins for time charter contracts may be higher due to lower vessel operating costs associated
with time charter contracts.
Historically, our customers have generally chartered our oil tankers through time charters for the
transportation of crude oil and smaller vessels through spot charters for the transportation of petroleum chemical
products. In an effort to satisfy our customers’ needs for a range of vessels and, at the same time, maximize our
revenues while ensuring stable cash flows, we manage the deployment of our vessels between the time and spot
charter markets. Our vessel deployment strategy is designed to provide stable cash flow through the use of time
charters for a significant portion of our fleet, while maintaining the flexibility to benefit opportunistically from
spot market charter rate improvements.
We typically place our oil tankers in the time charter market, spot chartering them when they are in
between time charter contracts. We place a number of our relatively smaller vessels, such as chemical tankers
and gas tankers, in the spot charter market to be able to meet customer demand and also to be able to benefit
from increases in spot market charter rates. The proportion of our fleet, and therefore our shipping revenues,
under spot and time charters varies from period to period due to a number of factors, including, in particular, the
prevailing spot and time charter rates for vessels, changes in customer demand between spot and time charters,
and the type and number of vessels disposed and acquired during the period. For the years ended December 31,
2012, 2013 and 2014, and the three months ended March 31, 2015, respectively, 73.9%, 58.0%, 51.2% and
59.2% of our net revenues were derived from time charters, and 25.5%, 38.3%, 33.0% and 22.2% of our net
revenues were derived from spot charters.
Utilization rates
Our revenues are also affected by the utilization rate of our vessels. Utilization rate for a vessel is
calculated by dividing the total number of days in a given period for which the vessel earns a daily charter rate
divided by the total number of days such a vessel is available. A vessel is considered available for the days the
vessel was in our fleet in a period. We do not consider a vessel to be in our fleet if either it has been recently
acquired and is in preparation for deployment or if the vessel is no longer under charter and has been designated
for sale. Assuming that our vessels have been chartered, the fewer days our vessels spend in dry-dock, the
higher our revenues, although ensuring proper vessel maintenance requires a certain amount of off-hire time,
which should reduce down-time of vessels in the future and prolong their useful life. The utilization rate of our
vessels is affected by numerous factors, including charter rates, size and composition of our fleet, tenor of
charters, ability to redeploy vessels upon charter expiration and operational efficiency of our fleet. We have
experienced a stable rate of option extensions and renewals of our time charter contracts, as, in our experience,
our customers prefer to continue the use of incumbent vessels rather than locate and contract a time charter with
a new vessel. For the years ended December 31, 2012, 2013 and 2014, and three months ended March 31, 2015,
our fleet-wide utilization rates were 95.9%, 98.1%, 88.1% and 89.2%, respectively.
Costs
Our operational efficiency and ability to manage operating costs affects our profitability and our results of
operations. Our costs consist primarily of vessel operational expenses, shipbuilding expenses, depreciation,
employee salaries and expenses, vessel rental expenses, docking expenses, insurance and management fees
associated with vessel operation.
Vessel operational expenses, which include voyage expenses, crew-related expenses, vessel rental
expenses, and repair and maintenance costs, have historically been the largest component of our costs for both
our spot and time charter businesses. Voyage expenses, repair and maintenance costs and vessel rental expenses
have historically been the most significant components of our vessel operational expenses, and we expect our
ability to manage and limit such expenses to have a significant impact on our profitability and results of
operations.
In accordance with industry practice, we are responsible for voyage expenses, including bunker fuel costs,
when operating our vessels on the spot market; when we charter out as time charters, we do not pay for voyage
expenses, as the customer pays for voyage expenses directly. Fuel oil, or bunker fuel, costs are one of our
principal items of voyage expenses for our spot charter business. For the years ended December 31, 2012, 2013
and 2014 and the three months ended March 31, 2015, bunker fuel costs comprised 16.3%, 26.9%, 22.7% and
12.0%, respectively, of our costs of revenues. Bunker fuel is consumed to propel and maneuver our vessels and
for the operation of various equipment on board each vessel ranging from cargo operation to cooking. Bunker
fuel prices typically, but not necessarily, follow crude oil prices and generally experience significant
fluctuations depending on various factors, including supply and demand for oil and gas, geopolitical
developments and developments in oil production including actions by OPEC. In recent years, the prices for
bunker fuel have been volatile. Further, the impact of bunker fuel prices on our results of operations are also
affected by any regional price differences within the bunker fuel market. Fluctuations in the price of bunker fuel
are expected to have a substantial impact on our operating costs, profitability and results of operations.
Our vessels require repair and maintenance periodically due to regular wear and tear of operating parts of
the vessels. We continually seek to acquire well-constructed and maintained pre-owned tankers so as to
minimize our costs of having to repair and maintain our vessels. Unscheduled dry docking of our vessels for
repairs, not only increases our costs to repair and maintain our vessels, it also decreases our vessel utilization
rates and increases our vessel rental expenses, if we are required to replace the dry docked vessel for a customer.
Unanticipated repair and maintenance costs also have a substantial impact on our operating costs, profitability
and results of operations.
We incur vessel rental expenses when we charter-in vessels to replace vessels that have been chartered
when they require repair and maintenance or to charter them out to our customers when we do not have
sufficient vessels in our fleet to meet customer demand. For both spot and time charters, our costs include rental
we pay to the owners of the vessels. For vessels that we charter-in on a time-charter basis, the owner of the
vessels also bear the ship operating expenses.
Indonesian cabotage laws and competition
As a result of Indonesian cabotage laws, which were part of the Government’s efforts to support domestic
shipping companies, and the limitation on foreign investment in Indonesian shipping companies, competition
from foreign shipping companies is limited, and we benefit from our position as one of the few domestically-
owned shipping providers in Indonesia capable of servicing the oil and gas industry with a fleet nearly entirely
comprised of Indonesian-flagged vessels. Although we face competition from a number of Indonesian shipping
companies for vessel charters in domestic Indonesian waters, we believe our fleet differs from our competitors,
which has allowed us to serve our customers’ needs and maintain a stable utilization rate of our vessels and a
high rate of renewal of our time charters. We believe that our existing time charters will continue their track
record of renewal, as our vessels have proven well-suited for the needs of the charterers, and the substitution of
our time chartered vessel with a competitor’s vessel can be costly and time consuming. The size of our fleet has
grown steadily in the years following the implementation of Indonesian cabotage laws.
Foreign exchange fluctuations
Fluctuating foreign exchange rates, in particular fluctuations in the U.S. dollar/Rupiah exchange rate can
have a material effect on our results of operations. We generate most of our revenue in and our functional
currency is U.S. dollars. The majority of our vessel charter contracts and all of our shipbuilding contracts are
denominated in U.S. dollars. For the years ended December 31, 2012, 2013 and 2014 and the three months
ended March 31, 2014 and 2015, approximately 35%, 31%, 26%, 20% and 41%, respectively, of our cost of
revenues were in Rupiah with the remainder in U.S. dollars or other currencies. As such, an appreciation in the
value of the U.S. dollar against the Rupiah will have a positive impact on our results of operations, while a
depreciation in the value of the U.S. dollar against the Rupiah will have an opposite effect. For instance, our
gain on foreign exchange — net increased to US$14.6 million in the year ended December 31, 2013 from
US$3.5 million in year ended December 31, 2012, mainly attributable to a greater appreciation of the U.S. dollar
against the Rupiah in 2013 as compared to 2012. As the U.S. dollar has strengthened against the Rupiah over the
recent years and we expect such a trend to continue, we currently do not hedge our exposure to foreign currency
risk with respect to the U.S. dollar/Rupiah exchange rate.
Significant Accounting Policies
Our consolidated financial statements have been prepared in accordance with Indonesian FAS, which
comprise the Statements and Interpretations issued by the Financial Accounting Standards Board of the
Indonesian Institute of Accountants (“PSAK”) and the Regulations and the Guidelines on Financial Statement
Presentation and Disclosures issued by OJK. The preparation of these consolidated financial statements requires
management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and
expenses as well as the disclosure of contingent liabilities. Management bases its estimates and judgments on
historical experience and other factors that are believed to be reasonable under the circumstances. We
continually evaluate such estimates and judgments. Actual results may differ from these estimates under
different assumptions or actual conditions. In order to provide an understanding of how our management forms
their judgment about future events, including the variables and assumptions underlying our estimates, and the
sensitivity of judgments to different circumstances, we have identified the critical accounting policies discussed
below. For more details, see Notes 2 and 3 to our consolidated financial statements included in this Updates for
the Summary of Significant Accounting Policies and Source of Estimation Uncertainty.
Revenues and Expenses Recognition
Revenue from charter services is recognized to the extent that it is probable that the economic benefits
will flow to our Company and the revenue can be reliably measured. Revenue is measured at the fair value of
the consideration received. Time charter revenue is recognized proportionally over the period covered in
accordance with the contract. Spot charter revenue is based on spot and is recognized when the services are
rendered to customers.
Revenue from construction contract is recognized using the percentage-of-completion method, measured
by percentage of work completed to date as estimated by engineers and approved by the project owner. At
reporting dates, earnings in excess of billings on construction contracts are presented as current assets, while
billings in excess of estimated earnings are presented as current liability. Where the outcome of a construction
contract cannot be reliably estimated, contract revenue is recognized to the extent of contract costs incurred that
is probable to be recoverable. Contract costs are recognized as expenses in the period they are incurred. When it
is probable that the total contract costs will exceed total contract revenue, the expected loss is recognized as an
expense immediately. Cost of contracts include all direct materials, labor and other indirect costs related to the
performance of the contracts.
Revenue earned but not yet billed to customers is recorded as “Unbilled Revenues” in the consolidated
statements of financial position.
Depreciation
Our Company has chosen the cost model as a measurement of our fixed-assets accounting policy. Fixed
assets are stated at cost less accumulated depreciation and impairment losses, if any. Such cost includes the cost
of replacing part of the fixed assets when that cost is incurred, if the recognition criteria are met. Likewise, when
a major inspection is performed, its cost is recognized in the carrying amount of the fixed assets as a
replacement if the recognition criteria are satisfied. All other repairs and maintenance costs that do not meet the
recognition criteria are charged directly in the consolidated statements of comprehensive income as incurred.
Depreciation is computed using the straight-line method over the estimated useful lives of the assets as
follows:
Years
Buildings ........................................................................................................................................ 20 Vessels ........................................................................................................................................... 5-30 Vessels supplies .............................................................................................................................. 4-10 Machineries .................................................................................................................................... 4 Vehicles.......................................................................................................................................... 4-8 Office and shipyard equipment ....................................................................................................... 4 Workshop equipment ...................................................................................................................... 8
Depreciation of vessels is computed using residual value of its original acquisition cost. The estimated
residual value of the original acquisition cost is based on management’s best estimate of the historical data
related to gain on sale of vessels owned by the Group, after taking into account the costs incurred in order for
the vessels to be ready for sale, to properly reflect the period of recognition of revenues and expenses. The
residual values, useful lives and methods of depreciation are reviewed and adjusted prospectively, if appropriate,
at each financial year end.
An item of fixed assets is derecognized upon disposal or when no future economic benefits are expected
from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference
between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated
statements of comprehensive income in the year the asset is derecognized.
Land is stated at cost and not amortized.
Construction in progress is stated at cost and presented as part of “Fixed Assets” in the consolidated
statements of financial position. The accumulated costs will be reclassified to the appropriate fixed-asset
accounts when the construction is substantially completed and the constructed asset is ready for its intended use.
Depreciation is charged from the date the assets are ready for use in the manner intended by management.
Taxation
Pursuant to the Decision Letters No. 416/KMK.04/1996 dated June 14, 1996 of the Ministry of Finance of
the Republic of Indonesia and Circular Letter No. 29/PJ.4/1996 dated August 13, 1996 of the Directorate
General of Taxes, revenues from freight operations and charter of vessels are subject to final income tax
computed at 1.2% of the revenues for domestic companies, and the related costs and expenses are considered
non-deductible for income tax purposes.
Corporate income tax expense represents the sum of the corporate income tax currently payable and
deferred tax. The positive (negative) difference between the final income tax paid and the amount charged as
final income tax expense in the consolidated statements of comprehensive income is recognized as prepaid tax
(tax payable).
Current income tax assets and liabilities for the current period are measured at the amount expected to be
recovered from or paid to the tax authority. The tax rates and tax laws used as a basis for computation are those
that have been enacted or substantively enacted as at the reporting dates. Amendments to taxation obligations
are recorded when an assessment is received or if appealed against, when the results of the appeal are
determined. Current tax expense related to income subject to final income tax is recognized in proportion to
total income recognized during the current year for accounting purposes.
Deferred tax is provided using the liability method on temporary differences at the reporting dates
between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the
reporting date. Deferred tax liabilities are recognized for all taxable temporary differences and deferred tax
assets are recognized for deductible temporary differences and accumulated fiscal losses to the extent that it is
probable that taxable income will be available in future years against which the deductible temporary
differences and accumulated fiscal losses can be utilized. Deferred tax assets and liabilities are recognized in
respect of taxable temporary differences associated with investments in subsidiaries and associates, except
where the timing of the reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not reverse in the foreseeable future. The carrying amount of deferred tax asset is
reviewed at each reporting date and adjusted based on availability of future taxable income.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when
the asset is realized or the liability is settled, based on the tax rates and tax laws that have been enacted or
substantively enacted as at the reporting date. Changes in the carrying amount of deferred tax assets and
liabilities due to a change in tax rates are charged to current year operations, except to the extent that they relate
to items previously charged or credited to equity.
Employee Benefits
We applied PSAK No. 24 (Revised 2013), “Employee Benefits,” to recognize an unfunded employee
benefits liabilities in accordance with the Labor Law. Under PSAK No. 24 (Revised 2013), the cost of providing
employee benefits under the Labor Law is determined using the “Projected Unit Credit” valuation method. The
current service cost of the defined benefit plan is recognized in the consolidated statements of profit or loss and
other comprehensive income in employee benefits expense, which reflects the increase in the defined benefit
obligation resulting from employee service in the current year. Past service costs are recognized immediately in
the consolidated statements of profit or loss and other comprehensive income. Actuarial gain and losses arising
from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other
comprehensive income for the period in which they arise. Gains or losses on the curtailment or settlement of a
defined benefit plan are recognized when the curtailment or settlement occurs.
Cost of Revenues
Our cost of revenues principally consist of, among other things, vessel operational expenses, shipbuilding
expenses, depreciation, salaries and allowances, vessel rental expenses, docking and insurance. The following
tables set forth the breakdown of cost of revenues and each item as a percentage of our total cost of revenues,
respectively, for the years ended December 31, 2012, 2013 and 2014 and the three months ended March 31,
2014 and 2015:
Years Ended December 31,
Three Months ended March 31,
2012
2013
2014
2014
2015
(Unaudited) (US$ except percentages)
Cost of Revenues
Vessel operational expenses ............................... 21,796,401 45.2% 36,475,242 51.7% 28,181,466 37.0% 5,704,095 36.5% 7,360,622 34.4%
Shipbuilding expenses ............................... — — 2,861,455 4.1% 15,609,507 20.5% 1,846,478 11.8% 4,975,960 23.3%
Depreciation ............................... 11,174,999 23.2% 11,053,449 15.8% 10,652,044 14.0% 3,069,701 19.6% 2,937,215 13.7% Salaries and
allowances ............................ 4,737,366 9.8% 7,269,387 10.3% 6,941,516 9.1% 1,582,100 10.1% 1,765,316 8.3% Vessel rental
expenses ............................... 316,933 0.7% 3,390,402 4.8% 5,477,622 7.2% 1,035,456 6.6% 2,164,745 10.1% Docking ...................................... 3,451,861 7.2% 3,803,997 5.4% 4,623,393 6.1% 1,048,344 6.7% 1,162,501 5.4% Insurance .................................... 3,780,585 7.8% 3,679,612 5.2% 3,450,206 4.5% 762,613 4.9% 920,524 4.3% Management fee for
vessel operation .................... 558,940 1.2% 1,225,234 1.7% 560,959 0.7% 189,913 1.2% — — Others ......................................... 2,445,467 5.1% 774,425 1.1% 669,328 0.9% 399,165 2.6% 80,740 0.4%
Total .......................................... 48,262,552
100.0
% 70,533,203 100.0% 76,166,041 100.0% 15,637,865 100.0% 21,367,623 100.0%
Vessel operational expenses. Vessel operational expenses comprise expenses for bunker fuel, lube oil,
spare parts, repair and maintenance and equipment and supplies, each in relation to the operation of vessels used
in our shipping business. The following table sets forth the breakdown of vessel operational expenses and each
item as a percentage of our total cost of revenues, respectively, for the years ended December 31, 2012, 2013
and 2014 and the three months ended March 31, 2014 and 2015:
Years Ended December 31,
Three Months ended March 31,
2012
2013
2014
2014
2015
(Unaudited) (US$ except percentages)
Vessel Operational
Expenses
Bunker and port expenses .......................... 11,340,517 23.5% 23,573,371 33.4% 18,868,242 24.8% 4,173,298
26.7
% 4,391,307 20.6
% Vessel equipment and
supplies .............................................. 1,793,981 3.7% 1,444,361 2.0% 1,041,159 1.4% 329,118 2.1 % 367,017
1.7 %
Lubricants................................................. 2,174,778 4.5% 2,413,795 3.4% 1,602,110 2.1% 324,637
2.1 % 568,917
2.7 %
Repair and maintenance and spare-parts .................................... 2,544,072 5.3% 4,390,850 6.2% 2,569,127 3.4% 159,636
1.0 % 1,142,008
5.3 %
Ship surveys and
certification ........................................ 1,157,206 2.4% 964,073 1.4% 1,058,413 1.4% 215,761 1.4
% 253,045 1.2
% Brokerage commissions ............................ — — 665,927 0.9% 905,456 1.2% — — — — Water .......................................................
392,135 0.8% 427,347 0.6% 287,292 0.4% 53,290 0.3 % 83,528
0.4 %
Employee travel expenses ............................................. 457,703 0.9% 283,444 0.4% 360,604 0.5% 41,096
0.3 % 83,604
0.4 %
Radio communication expenses ............................................. 272,200 0.6% 278,636 0.4% 302,948 0.4% 101,802
0.7 % 82,389
0.4 %
Others....................................................... 1,663,809 3.4% 2,033,438 2.9% 1,186,115 1.6% 305,457 2.0 388,807 1.8
Years Ended December 31,
Three Months ended March 31,
2012
2013
2014
2014
2015
(Unaudited) (US$ except percentages)
% %
Total ........................................................ 21,796,401
45.2
% 36,475,242 51.7% 28,181,466 37.0% 5,704,095 36.5
% 7,360,622 34.4
%
Shipbuilding expenses. Shipbuilding expenses comprise the expenses for the purchase and import of raw
materials including steel, labor for our shipbuilding crew and the original parts including engines, each in
relation to the shipbuilding activities in our shipyard business.
Depreciation. Depreciation comprises depreciation of our vessels, offices, buildings, cars, equipment,
shipyard facilities, each used in connection with our shipping and/or shipyard businesses, using the straight-line
method over their estimated useful lives.
Salaries and allowances. Salaries and allowance comprise salaries and allowances for our marine crew
which serves as staffing for vessels used in our shipping business.
Vessel rental expenses. Vessel rental expenses comprise expenses incurred to charter-in vessels from
third parties or related parties to serve as substitutes when our vessels are dry docking or to charter out to our
customers when we do not have sufficient vessels in our fleet to meet customer demand.
Docking. Docking comprises amortized docking expenses for the vessels used in our shipping business.
Insurance. Insurance comprises insurance premiums paid for policies covering vessels used in our
shipping business and vessels under construction in connection with our shipyard business.
Management fee for vessel operation. Management fee for vessel operation comprises fees paid to third
party management firms and our related parties, PT Equator Maritime and PT Vektor who advise us on
maintenance schedules for vessels used in our shipping business.
Others. Other cost of revenue primarily comprises expenses for use of tug boats to bring our vessels to
harbor, cleaning of our vessels, construction of barges for use at our shipyard and fees paid to a third party who
provided repair services for one of our vessels that experienced technical difficulties while at sea.
Gross Profit
Our gross profit comprises total revenue less cost of revenue. For the years ended December 31, 2012,
2013 and 2014 and the three months ended March 31, 2014 and 2015, our gross profit was US$23.1 million,
US$35.9 million, US$51.3 million, US$10.6 million and US$12.6 million, respectively, representing
32.4%, 33.7%, 40.3%, 40.3% and 37.1% of our total revenue in the same periods.
Operating Expenses
The following tables set forth the breakdown of our operating expenses and each item as a percentage of
our operating expenses for the years ended December 31, 2012, 2013 and 2014 and the three months ended
March 31, 2014 and 2015:
Years Ended December 31,
Three Months ended March 31,
2012
2013
2014
2014
2015
(Unaudited) (US$ except percentages)
Operating expenses
Salaries and allowances................................. 1,744,128 31.6% 2,098,283 31.4% 2,525,969 37.7% 447,244 40.5% 569,802 33.7% Travel expense.............................................. 418,057 7.6% 600,879 9.0% 648,242 9.7% 145,185 13.1% 172,598 10.2% Bank administration ...................................... — — 825,786 12.3% 508,602 7.6% 78,097 7.1% 117,972 7.0% Depreciation ................................................. 308,209 5.6% 335,053 5.0% 392,315 5.9% 96,380 8.7% 287,624 17.0% Allowance for impairment of
trade receivables ..................................... — — 477,711 7.1% 312,240 4.7% — — — — Electricity, water and
telecommunications ................................ 369,032 6.7% 327,133 4.9% 310,630 4.6% 70,522 6.4% 72,003 4.3% Professional fees ........................................... 324,643 5.9% 356,829 5.3% 307,014 4.6% — — — — Office supplies.............................................. — — 72,182 1.1% 299,823 4.5% 18,274 1.7% 123,263 7.3% Repair and maintenance ................................ 177,965 3.2% 216,809 3.2% 276,179 4.1% 58,960 5.3% 47,582 2.8% Entertainment and donation ........................... 164,057 3.0% 400,514 6.0% 266,095 4.0% 42,364 3.8% 111,457 6.6% Insurance ...................................................... — — 207,541 3.1% 223,999 3.3% 50,338 4.6% 50,570 3.0% License and tax ............................................. 335,954 6.1% 231,894 3.5% 143,031 2.1% 46,372 4.2% 10,710 0.6% Employee benefits ........................................ 285,160 5.2% 128,021 1.9% 89,481 1.3% 22,370 2.0% 40,111 2.4% Others .......................................................... 1,393,503 25.2% 413,967 6.2% 389,820 5.8% 29,252 2.6% 88,926 5.3%
Total ............................................................ 5,520,708 100.0% 6,692,605 100.0% 6,693,440 100.0% 1,105,358 100.0% 1,692,618 100.0%
Salaries and allowances. Salaries and allowance comprise salaries and allowance for our management
and our permanent and temporary employees in our offices in Indonesia including our operating, finance, human
resources and other staff and does not include salaries and allowance for our marine or shipbuilding crews.
Travel expenses. Travel expenses comprise travel and accommodation expenses for business trips.
Bank administration. Bank administration comprises administrative fees charged by banks, including
funds transfer fees charged for electronic wire transfers sent and received and account maintenance fees.
Depreciation. Depreciation comprises depreciation for our cars, office, furniture, computers and
software other than in connection with our shipping and shipyard businesses, using the straight-line method over
their estimated useful lives.
Allowance for impairment of trade receivables. Allowance for impairment of trade receivables
comprises recognition of impairment for trade receivables we have determined were uncollectible.
Electricity, water and telecommunications. Energy, water and telecommunications comprises electricity,
water and telecommunications expenses for our offices in Indonesia.
Professional fees. Professional fees comprises fees paid to our auditors, lawyers, actuaries and other
advisors.
Office supplies. Office supplies comprises miscellaneous office supplies for our offices in Indonesia.
Repair and maintenance. Repair and maintenance comprises payments to third party contractors for
repair and maintenance of our offices in Indonesia.
Entertainment and donation. Entertainment and donation comprises meals and entertainment expenses
in relation to our business development activities and donations to local community nonprofit organizations.
Insurance. Insurance comprises insurance premiums paid on our offices and vehicles other than in
connection with our shipping and shipyard businesses.
License and tax. License and tax comprise fees to obtain and renew operating permits and licenses to
carry on our businesses and taxes other than corporate income tax.
Employee benefits. Employee benefits comprise actuarial computation of post-employment benefits
which is calculated in a manner prescribed under the Indonesian Manpower Law.
Others. Other operating expenses comprise expenses relating to advertisement for job postings,
membership fees paid to the Indonesia National Shipowners Association and the Indonesia Shipbuilding
Association, and seminar fees incurred for the training of our employees.
Income from Operations
Our income from operations comprises net revenues less cost of revenue and operating expenses. For the
years ended December 31, 2012, 2013 and 2014 and the three months ended March 31, 2014 and 2015, our
income from operations was US$17.6 million, US$29.2 million, US$44.6 million, US$9.5 million and
US$10.9 million, respectively, representing 24.7%, 27.4%, 35.0%, 36.1% and 32.1% of our total revenue in the
same periods.
Other Income (Expenses)
The following tables set forth the breakdown of our other income and expenses and each item as a
percentage of our operating expenses for the years ended December 31, 2012, 2013 and 2014 and the
three months ended March 31, 2014 and 2015:
Year ended December 31,
Three months ended March 31,
2012
2013
2014
2014
2015
(Unaudited) (US$ except percentages)
Gain (loss) of foreign exchange — net ................................. 3,480,129 63.0% 14,585,266 217.9% 1,392,537 20.8% (3,956,799) (358.0) 2,980,122 176.1
Finance income .................... 18,601 0.3% 11,101 0.2% 32,751 0.5% 1,788 0.2 10,673 0.6 Finance costs........................ (8,895,041) (161.1%) (9,606,422) (143.5%) (9,638,409) (144.0%) (2,596,442) (234.9) (1,704,615) (100.7) Gain (Loss) on
disposals of fixed assets
and impairment of non-current assets held for (743,659) (13.5%) (4,161,654) (62.2%) (1,246,035) (18.6%) — — 2,876 0.2
Year ended December 31,
Three months ended March 31,
2012
2013
2014
2014
2015
(Unaudited) (US$ except percentages)
sale ................................ Others — net ........................ (167,555) (3.0%) 249,719 3.7% 49,761 0.7% (10,768) (1.0) 28,965 1.7
Other income
(Expenses)..................... (6,307,525) (114.3%) 1,078,005 16.1% (9,409,395) (140.6%) (6,562,221) (593.7%) 1,318,021 77.9%
Gain of foreign exchange net. Gain of foreign exchange comprises translation gains and losses on our
monetary assets and liabilities denominated in Rupiah.
Finance income. Finance income primarily comprises interest income on time deposits.
Finance costs. Finance costs primarily comprise interest and loan provision expenses relating to our
bank loans.
Loss on disposal of fixed assets and impairment of non-current assets held for sale. Loss on disposal of
fixed assets and impairment of non-current assets held for sale comprises losses upon sale or disposal of vessels.
Others — net. Others — net primarily comprises income from rental of space in our shipyard and
expenses for late payment penalties for bunker.
Income Tax Benefit (Expenses)
Our income tax benefit (expenses) comprise final, current and deferred tax benefits and/or expenses. Our
revenues from shipping operations are subject to final income tax computed at 1.2% of the revenues and related
costs and expenses are considered non-deductible for income tax purposes. Our tax expenses from our shipping
operations are reflected as final tax benefit (expenses). Revenues from our other operations, including shipyard
operations, are subject to corporate income tax computed at 25.0% of income before income tax benefit
(expense). We derive deferred tax benefits for periods in which we sustain losses from our shipyard operations,
which amount to 25.0% of the losses sustained for the respective period. We sustained losses in our shipyard
operations for the years ended December 31, 2012 and 2013 and the three months ended March 31, 2015, and
recorded a deferred tax benefit of US$87,633,0 US$1.1 million and US$0.3 million, respectively, portions of
which were used to offset income tax expense for our shipyard operations for the year ended December 31, 2014
and the three months ended March 31, 2014.
The following table shows the breakdown of our income tax expenses and each item as a percentage of
our total income tax expense for the periods indicated:
Year ended December 31,
Three months ended March 31,
2012
2013
2014
2014
2015
(Unaudited) (US$ except percentages)
Final ............................................ (855,090) 110.3% (1,082,557) 42,270.9% (1,214,966) 61.8% (283,436) 27.9% (328,164) 17,586.5% Current ......................................... (7,855) 1.0% (9,586) 374.3% (31,373) 1.6% (7,860) 0.8 (1,877) 100.6% Deferred ....................................... 87,633 (11.3%) 1,089,582 (42,545.2%) (720,521) 36.6% (725,130) 71.3 328,175 (17,587.1%)
Total ............................................ (775,312) 100.0% (2,561) 100.0% (1,966,860) 100.0% (1,016,426) 100.0% (1,866) 100.0%
Results of Operations
The following table sets forth selected consolidated income statement data of the Company expressed as a
percentage net revenue for the periods indicated.
For the Years Ended December 31,
For the Three Months Ended
March 31,
2012
2013
2014
2014
2015
(Unaudited) (US$ except percentages)
Net revenues ...................................... 71,391,473 100.0% 106,404,574 100.0% 127,477,386 100.0% 26,212,208 100.0% 33,954,116 100.0% Cost of revenues ................................. 48,262,552 67.6% 70,533,203 66.3% 76,166,041 59.7% 15,637,865 59.7% 21,367,623 62.9%
Gross profit ........................................ 23,128,921 32.4% 35,871,371 33.7% 51,311,345 40.3% 10,574,343 40.3% 12,586,493 37.1% Operating expenses ............................ 5,520,708 7.7% 6,692,605 6.3% 6,693,440 5.3% 1,105,358 4.2% 1,692,618 5.0%
Income from
operations .................................... 17,608,213 24.7% 29,178,766 27.4% 44,617,905 35.0% 9,468,985 36.1% 10,893,875 32.1%
Other income
(Expenses)
Gain of foreign
exchange — net ............................. 3,480,129 4.9% 14,585,266 13.7% 1,392,537 1.1% (3,956,799) (15.1%) 2,980,122 8.8% Finance income ................................... 18,601 0.0% 11,101 0.0% 32,751 0.0% 1,788 0.0% 10,673 0.0% Finance costs ....................................... (8,895,041) (12.5%) (9,606,422) (9.0%) (9,638,409) (7.6%) (2,596,442) (9.9%) (1,704,615) (5.0%) Loss on disposal of
fixed assets and impairment of non-current asset held for sale .......................................... (743,659) (1.0%) (4,161,654) (3.9%) (1,246,035) (1.0%) — — 2,876 0.0%
Others — net ....................................... (167,555) (0.2%) 249,714 0.2% 49,761 0.0% (10,768) 0.0% 28,965 0.1% Other income
(Expenses) — net ............................... (6,307,525) (8.8%) 1,078,005 1.0% (9,409,395) (7.5%) (6,562,221) (25.0%) 1,318,021 3.9%
Income before income
tax benefit
(expense) ...................................... 11,300,688 15.9% 30,256,771 28.4% 35,208,510 27.5% 2,906,764 11.1% 12,211,896 28.2% Income tax benefit
(expense)
Final ................................................... (855,090) (1.2%) (1,082,557) (1.0%) (1,214,966) (1.0%) (283,436) (1.1%) (328,164) (1.0%) Current ................................................ (7,855) 0.0% (9,586) 0.0% (31,373) 0.0% (7,860) 0.0% (1,877) 0.0% Deferred .............................................. 87,633 0.1% 1,089,582 1.0% (720,521) (0.6)% (725,130) (2.8%) 328,175 1.0%
Income Tax Expense — net................................................. (775,312) (1.1%) (2,561) 0.0% (1,966,860) (1.6%) (1,016,426) (3.9%) (1,866) 0.0%
Income for the year............................ 3,658,313 14.8% 30,254,210 28.4% 33,241,650 25.9% 1,890,338 7.2% 12,210,030 28.2% Other comprehensive
income .......................................... —
—
—
— — (121,393) (0.4%) Total comprehensive
income for the
year .............................................. 3,658,313 14.8% 30,254,210 28.4% 33,241,650 25.9% 1,890,338 7.2% 12,088,637 27.8%
Three Months Ended March 31, 2015 compared to Three Months Ended March 31, 2014
Net Revenues. Net revenues increased by 29.6% to US$34.0 million in the three months ended
March 31, 2015 from US$26.2 million in the three months ended March 31, 2014, as a result of an increase in
net revenue from both shipping services and shipyard services.
Shipping services. Net revenues from shipping services increased by 15.7% to US$27.6 million in the
three months ended March 31, 2015 from US$23.9 million in the three months ended March 31, 2014, primarily
as a result of:
• a 12.2% increase in time charter revenue (including time charter revenue from related parties) to
US$20.1 million from US$17.9 million; and
• a 26.3% increase in spot charter revenue to US$7.5 million from US$6.0 million.
The increase in our time charter revenue was mainly attributable to the full utilization of one of our
VLCCs in the three months ended March 31, 2015 as compared to the three months ended March 31, 2014,
where the same VLCC was dry docked, two additional time charters that were entered into over two Medium
Range vessels that we chartered-in from our related parties as compared to 2014, and the full utilization of an
Aframax vessel that we acquired at the end of 2014 in the three months ended March 31, 2015. These increases
were partially offset by a decrease in revenue due to the sale of an Aframax vessel and a Medium Range vessel
at the end of 2014, and the dry docking of a Medium Range vessel and two General Purpose vessels and repair
and maintenance work required for an Aframax vessel and a General Purpose vessel in the three months ended
March 31, 2015.
The increase in our spot charter revenue was mainly attributable to the addition of an Aframax vessel to
our fleet at the end of 2014 that we leased in the spot market upon taking delivery pending entry into time
charter contracts and an additional spot charter that was entered into over a third party vessel that we chartered-
in as compared to the three months ended March 31, 2014. These increases were partially offset by a decrease in
revenue due to the dry docking of one of our VLCCs and two of our General Purpose vessels, which were all
deployed under spot charter contracts in the three months ended March 31, 2014.
Shipyard services. Net revenues from shipyard services (including shipyard services revenue from
related parties) increased by 172.1% to US$6.3 million in the three months ended March 31, 2015 from US$2.3
million in the three months ended March 31, 2014, primarily as a result of:
• the commencement of four newbuild projects in the third quarter of 2014, comprising of two 17,500
DWT oil tankers for Pertamina and one 4,000 DWT self-propelled oil barge for PT Sejahtera Bahari
Abadi and one 3,500 DWT oil tanker for PT Lautan Pasifik Sejahtera, a related party, for which we
were able to recognize US$4.0 million in revenue based on the percentage of completion of these
projects in the three months ended March 31, 2015; and
• progress in the construction of the 17,500 DWT oil tanker for Pertamina that commenced
construction in September 2013, for which we were able to recognize US$2.4 million in revenue
based on the percentage of completion of this newbuild in the three months ended March 31, 2015.
Cost of Revenues. Cost of revenues increased by 36.6% to US$21.4 million in the three months ended
March 31, 2015 from US$15.6 million in the three months ended March 31, 2014, primarily as a result of:
• a 29.0% increase in vessel operational expenses to US$7.4 million from US$5.7 million, which was
mainly attributable to (i) an increase in bunker and port expenses that was due to two additional
vessels in our fleet as compared to the three months ended March 31, 2014, (ii) an increase in
lubricant expenses that resulted from the need to refill the lubricants required for both our VLCCs
and (iii) an increase in repair and maintenance and spare-parts expenses that was attributable to
repairs for an Aframax vessel that had a leaking tank;
• a 169.5% increase in shipbuilding expenses to US$5.0 million from US$1.8 million, which was
mainly attributable to the increase in percentage of completion of the four newbuild projects that
commenced construction in the third quarter of 2014 and the increase in the percentage of
completion of the 17,500 DWT oil tanker for Pertamina that commenced construction in September
2013;
• a 109.1% increase in vessel rental expenses to US$2.2 million from US$1.0 million, which was
mainly attributable to the two related party Medium Range vessels that we chartered-in to fill
customer demand in the time charter market and the third party Medium Range vessel that we
chartered-in to replace a chartered-in third party Aframax vessel that we deployed in the spot charter
market;
• a 11.6% increase in salaries and allowances to US$1.8 million from US$1.6 million, which was
mainly attributable to the additional operational staff we hired for the vessels that we acquired at the
end of 2014 and in the three months ended March 31, 2015; and
• a 20.7% increase in insurance expenses to US$0.9 million from US$0.8 million, which was mainly
attributable to insurance taken up for the two General Purpose vessels that we acquired in the
three months ended March 31, 2015 and the two Aframax vessels that we acquired at the end of
2014 and war risk insurance taken up for our VLCC that traveled to areas in the Middle East, that
was partially offset by yearly decreases in insurance premiums resulting from the increased age of
our respective vessels and decreases in insurance premiums due to the sale of an Aframax vessel
and a Medium Range vessel at the end of 2014;
which were partially offset by:
• a 4.3% decrease in depreciation expenses to US$2.9 million from US$3.1 million, which was
mainly attributable to a disposal of one Medium Range vessel at the end of 2014 (no depreciation
expenses were recorded for the Aframax vessel that we sold at the end of 2014 as it was classified
as an asset held for sale at the end of 2013, at which point we stopped recording depreciation
expenses for the same) and the full depreciation of six of our General Purpose vessels in 2014, that
was partially offset by increases in depreciation from two Aframax vessels that we acquired at the
end of 2014 and the two General Purpose vessels that we acquired in the three months ended March
31, 2015; and
• a 79.8% decrease in other expenses to US$80,740.0 from US$0.4 million, which was mainly
attributable to the non-recurring fees paid to a third party in the three months ended March 31,
2014, who provided repair services for one of our Aframax vessels that experienced technical
difficulties while at sea.
Gross profit. As a result of the foregoing, gross profit increased by 19.1% to US$12.6 million in the
three months ended March 31, 2015, representing a gross profit margin of 37.1%, from US$10.6 million in the
three months ended March 31, 2014, representing a gross profit margin of 40.3%.
Operating Expense. Operating expense increased by 53.1% to US$1.7 million in the three months
ended March 31, 2015 from US$1.1 million from the three months ended March 31, 2014, primarily as a result
of:
• the 27.4% increase in salaries and allowances to US$0.6 million from US$0.4 million, which was
mainly attributable to increases in salaries and the hiring of additional staff and foreign technical
managers;
• the 18.9% increase in travel expenses to US$172,598.0 from US$145,185.0, which was mainly
attributable to increased traveling made by staff to perform work relating to our shipyard;
• the 198.4% increase in depreciation to US$287,624.0 from US$96,380.0, which was mainly
attributable to us beginning to record depreciation of our shipyard facilities in the three months
ended March 31, 2015 and increases in the number of corporate vehicles that we depreciate on a
straight-line basis;
• the 574.5% increase in office supplies to US$123,263.0 from US$18,274.0, which was mainly
attributable to purchases of electrical office equipment, such as lamps and cables, that was required
for the renovation of our offices in the three months ended March 31, 2015;
• the 51.1% increase in bank administration expenses to US$117,972.0 from US$78,097.0, which was
mainly attributable to additional bank loans we took in the three months ended March 31, 2015 as
compared to the three months ended March 31, 2014;
• the 163.1% increase in entertainment and donation expenses to US$111,457.0 from US$42,364.0,
which was mainly attributable to donations made to the local communities in proximity of our
shipyard; and
• the 204.0% increase in other expenses to US$88,926.0 from US$29,252.0, which was mainly
attributable to expenses relating social events organized for our employees following the successful
initial public offering of our Company’s shares;
which were partially offset by:
• the 19.3% decrease in repair and maintenance to US$47,582.0 from US$58,960.0, which was
mainly attributable to less repair and maintenance work required by our corporate vehicles in the
three months ended March 31, 2015 as compared to the three months ended March 31, 2014; and
• the 76.9% decrease in license and tax expenses to US$10,710.0 from US$46,372.0, which was
mainly attributable to lower expenses relating to tenders and business licenses as fewer tenders were
submitted in the three months ended March 31, 2015 and more of our business licenses were
renewed in the three months ended March 31, 2014.
Income from Operations. As a result of the foregoing, income from operations increased by 15.1% to
US$10.9 million in the three months ended March 31, 2015 from US$9.5 million in the three months ended
March 31, 2014.
Other Income (Expenses). Other income was US$1.3 million in the three months ended March 31,
2015 as compared to other expenses of US$6.6 million in the three months ended March 31, 2014, primarily due
to the increase in our gain on foreign exchange — net to US$3.0 million from US$(4.0) million, which was
mainly attributable to a greater appreciation of the U.S. dollar against the Rupiah in the three months ended
March 31, 2015.
Income Before Income Tax Benefit (Expense). As a result of the foregoing, income before income tax
benefit (expense) increased to US$12.2 million in the three months ended March 31, 2015 from US$2.9 million
in the three months ended March 31, 2014.
Income tax benefit (expense). Our income tax expense was US$1,866 in the three months ended
March 31, 2015 as compared to US$1.0 million in the three months ended March 31, 2014 primarily due to an
appreciation of the U.S. dollar against the Rupiah in the three months ended March 31, 2015, which resulted in
us recording a loss over our shipyard operations for that period as the financial accounts of our shipyard
business for tax purposes are reflected in Rupiah, as compared to a strengthening of the Rupiah against the U.S.
dollar in the three months ended March 31, 2014, which resulted in us recording a profit over our shipyard
operations for that period.
Total income. As a result of the foregoing, our total income increased to US$12.2 million in the
three months ended March 31, 2015 from US$1.9 million in the three months ended March 31, 2014.
Year Ended December 31, 2014 compared to the Year Ended December 31, 2013
Net Revenues. Net revenues increased by 19.8% to US$127.5 million in the year ended December 31,
2014 from US$106.4 million in the year ended December 31, 2013, as a result of an increase in net revenue
from both shipping services and shipyard services.
Shipping services. Net revenues from shipping services increased by 4.8% to US$107.4 million in the
year ended December 31, 2014 from US$102.5 million in the year ended December 31, 2013, primarily as a
result of:
• a 5.8% increase in time charter revenue (including time charter revenue from related parties) to
US$65.3 million from US$61.7 million; and
• a 3.2% increase in spot charter revenue to US$42.1 million from US$40.8 million.
The increase in our time charter revenue was mainly attributable to the full utilization in 2014 of an
Aframax vessel that we acquired in the middle of 2013, as compared to the full utilization of the same vessel for
only the remaining period of 2013 after the vessel was purchased, three additional time charters that were
entered into over two related party Medium Range vessels and a third party Aframax vessel that we chartered-in
as compared to 2013, the reallocation of a Medium Range vessel from the spot to the time charter market, and
the increase in charter rates for two General Purpose vessels under new time charter contracts. These increases
were partially offset by a decrease in revenue due to the sale of an Aframax vessel in at the end of 2013.
The increase in our spot charter revenue was mainly attributable to an increase in the number of spot
charters in 2014 as compared to 2013, the addition of two Aframax vessels to our fleet in 2014 that we chartered
in the spot market upon taking delivery pending entry into time charter contracts and the reallocation of two
General Purpose vessels and a VLCC from the time charter to the spot charter market. These increases were
partially offset by a decrease in revenue due to the dry docking of five General Purpose vessels and a decrease
in revenue due to the reallocation of a Medium Range vessel from the spot to the time charter market.
Shipyard services. Net revenues from shipyard services (including shipyard services revenue from
related parties) increased by 414.3% to US$20.1 million in the year ended December 31, 2014 from US$3.9
million in the year ended December 31, 2013, primarily as a result of:
• the commencement of four newbuild projects in the third quarter of 2014, comprising two 17,500
DWT oil tankers for Pertamina and one 4,000 DWT self-propelled oil barge for PT Sejahtera Bahari
Abadi and one 3,500 DWT oil tanker for PT Lautan Pasifik Sejahtera, a related party, for which we
were able to recognize US$10.2 million in revenue based on the percentage of completion of these
projects in 2014; and
• progress in the construction of the 17,500 DWT oil tanker for Pertamina that commenced
construction in September 2013, for which we were able to recognize US$9.6 million in revenue
based on the percentage of completion of this newbuild in 2014.
Cost of Revenues. Cost of revenues increased by 8.0% to US$76.2 million in the year ended
December 31, 2014 from US$70.5 million in the year ended December 31, 2013, primarily as a result of:
• a 445.5% increase in shipbuilding expenses to US$15.6 million from US$2.9 million, which was
mainly attributable to the commencement of the four newbuild projects in the third quarter of 2014
and the increase in percentage of completion of the 17,500 DWT oil tanker for Pertamina that
commenced construction in September 2013;
• a 61.6% increase in vessel rental expenses to US$5.5 million from US$3.4 million, which was
mainly attributable to the two related party Medium Range vessels that we chartered-in to fill
customer demand in the spot market, that was partially offset by a reduction in vessel rental expense
as we replaced a chartered-in third party VLCC that we used in a time charter contract with
Pertamina with a VLCC that we acquired at the end of 2013; and
• a 21.5% increase in docking expenses to US$4.6 million from US$3.8 million, which was mainly
attributable to docking expenses for our VLCC that was dry docked in 2014;
which were partially offset by:
• a 22.7% decrease in vessel operational expenses to US$28.2 million from US$36.5 million, which
was mainly attributable to (i) a decrease in bunker and port expenses that resulted from lower
bunker prices in 2014 as compared to 2013 and lower bunker and port expenses due to the
appreciation of the U.S. dollar, which is our functional currency and the currency in which we
receive our shipping and shipyard revenues, against the Rupiah, which is the currency in which we
pay a substantial portion of our bunker and port expenses and (ii) a decrease in repair and
maintenance expenses as our vessels required more extensive repairs in 2013 as compared to 2014;
• a 3.6% decrease in depreciation expenses to US$10.6 million from US$11.1 million, which was
mainly attributable to a disposal of an Aframax vessel in 2014 and the full deprecation of three of
our General Purpose vessels in 2013, that was partially offset by increases in depreciation from two
Aframax vessels that we acquired in 2014 and the VLCC that we acquired at the end of 2013;
• a 4.5% decrease in salaries and allowances to US$6.9 million from US$7.3 million, which was
mainly attributable to an appreciation of the U.S. dollar, which is our functional currency and the
currency in which we receive our shipping and shipyard revenues, against the Rupiah, which is the
currency in which we pay our employees’ salaries and allowances;
• a 6.2% decrease in insurance expenses to US$3.5 million from US$3.7 million, which was mainly
attributable to us not having to pay insurance for an Aframax vessel that we sold in 2014, that was
partially offset by additional insurance expense for our VLCC that we purchased at the end of 2013;
and
• a 54.2% decrease in management fees for vessel operations to US$0.6 million from US$1.2 million,
which was mainly attributable to our termination of vessel management services provided by a third
party vessel management service provider for two General Purpose vessels and one Aframax vessel
in June 2013, a third party vessel management service provider for our VLCC in September 2013,
and PT Vektor Maritim and PT Equator Maritim for five General Purpose vessels in September
2014, and us managing those vessels ourselves.
Gross profit. As a result of the foregoing, gross profit increased by 43.0% to US$51.3 million in the
year ended December 31, 2014, representing a gross profit margin of 40.3%, from US$35.9 million in the year
ended December 31, 2013, representing a gross profit margin of 33.7%.
Operating Expense. There was no substantial change in operating expense between the years ended
December 31, 2014 and 2013, and operating expense for both years were US$6.7 million, primarily because:
• the 20.4% increase in salaries and allowances to US$2.5 million from US$2.1 million, which was
mainly attributable to increases in salaries and the hiring of additional staff and foreign technical
managers;
• the 7.9% increase in travel expenses to US$0.7 million from US$0.6 million, which was mainly
attributable to increased traveling made by staff to perform work relating to our shipyard;
• the 17.1% increase in depreciation to US$392,315.0 from US$335,053.0, which was mainly
attributable to the increase in the number of corporate vehicles that we depreciate on a straight-line
basis;
• the 315.4% increase in office supplies to US$0.3 million from US$72,185.0, which was mainly
attributable to purchases of electrical office equipment, such as lamps and cables that was required
for the renovation of our offices in 2014;
• the 27.4% increase in repair and maintenance to US$276,179.0 from US$216,809.0, which was
mainly attributable to office renovation works that was performed in 2014; and
• the 7.9% increase in insurance to US$223,999.0 from US$207,541.0, which was mainly attributable
to the purchase of insurance for the corporate vehicles that were bought in 2014 and for construction
insurance for our shipyard;
which were partially offset by:
• the 38.4% decrease in bank administration expenses to US$0.5 million from US$0.8 million, which
was mainly attributable to the larger number of loans we took in 2013 as compared to 2014;
• the 34.6% decrease in allowance for impairment of trade receivables to US$312,240.0 from
US$477,711.0, which was mainly attributable to the write-off of a trade receivable from Pertamina
that related to insurance charges for war risk insurance that we took up for a Pertamina chartered
VLCC that traveled to areas in the Middle East;
• the 14.0% decrease in professional fees to US$307,014.0 from US$356,829.0, which was mainly
attributable to higher audit fees that were incurred in preparation of the initial public offering of our
Company’s shares in 2013;
• the 33.6% decrease in entertainment and donation expenses to US$266,095.0 from US$400,514.0,
which was mainly attributable to donations made in 2013 for scholarships for further education of
our crew and for the construction of the Tzu Chi Building, a building used to house a charitable
foundation; and
• the 38.3% decrease in license and tax expenses to US$143,031.0 from US$231,894.0, which was
mainly attributable to lower expenses relating to tenders and business licenses as less tenders were
submitted in 2014 and more of our business licenses were renewed in 2013.
Income from Operations. As a result of the foregoing, income from operations increased by 52.9% to
US$44.6 million in the year ended December 31, 2014 from US$29.2 million in the year ended December 31,
2013.
Other Income (Expenses). Other expenses was US$9.4 million in the year ended December 31, 2014 as
compared to other income of US$1.1 million in the year ended December 31, 2013, primarily due to the
decrease in our gain on foreign exchange — net to US$1.4 million in 2014 from US$14.6 million in 2013,
which was mainly attributable to a greater appreciation of the U.S. dollar against the Rupiah in 2013 as
compared to 2014. The decrease in our gain on foreign exchange-net was partially offset by a decrease in the
loss on disposal of fixed assets and impairment of non-current assets held for sale to US$1.2 million from
US$4.2 million, which was mainly attributable to a greater loss on disposal we sustained over the sale of an
Aframax vessel in 2013 as compared to the loss on disposal we sustained over the sale of a Medium Range
vessel in 2014.
Income Before Income Tax Benefit (Expense). As a result of the foregoing, income before income tax
benefit (expense) increased to US$35.2 million in the year ended December 31, 2014 from US$30.3 million in
the year ended December 31, 2013.
Income tax benefit (expense). Our income tax expense was US$2.0 million in the year ended
December 31, 2014 as compared to US$2,561.0 in the year ended December 31, 2013, primarily due to our
shipyard operations becoming profitable in 2014 as compared to 2013 where we sustained a loss.
Total income. As a result of the foregoing, our total income increased to US$33.2 million in the year
ended December 31, 2014 from US$30.3 million in the year ended December 31, 2013.
Year Ended December 31, 2013 compared to the Year Ended December 31, 2012
Net Revenues. Net revenues increased by 49.0% to US$106.4 million in the year ended December 31,
2013 from US$71.4 million in the year ended December 31, 2012, as a result of an increase in net revenue from
both shipping services and shipyard services.
Shipping services. Net revenues from shipping services increased by 44.5% to US$102.5 million in the
year ended December 31, 2013 from US$70.9 million in the year ended December 31, 2012, primarily as a
result of:
• a 16.9% increase in time charter revenue (including time charter revenue from related parties) to
US$61.7 million from US$52.7 million; and
• a 124.5% increase in spot charter revenue to US$40.8 million from US$18.2 million.
The increase in our time charter revenue was attributable to the full utilization in 2013 of our oil tanker
that was modified into a FSO in 2012, the full utilization in 2013 of seven of our General Purpose vessels that
were dry docked in 2012, and the addition of an Aframax vessel and a Medium Range vessel to our fleet in June
2013. These increases were partially offset by a decrease in revenue due to the decrease in the utilization rates of
an Aframax vessel in 2013 as we took the vessel off charter in preparation for sale and a decrease in revenue due
to the reallocation of a General Purpose vessel from the time to the spot charter market.
The increase in our spot charter revenue was attributable to the addition of a General Purpose vessel to our
fleet at the end of 2012 that was fully utilized over 2013, as compared to the full utilization of the same vessel
for only the remaining period of 2012, the addition of a Medium Range vessel to our fleet in March 2013, an
additional spot charter that was entered into over a third party VLCCs that we chartered-in, and the full
utilization of the a General Purpose vessel over 2013 that we purchased in October 2012. These increases were
partially offset by a decrease in revenue due to the dry docking of two General Purpose vessels for repair and
maintenance and a decrease in revenue due to the disposal of a General Purpose vessel at the end of 2012.
Shipyard services. Net revenues from shipyard services (including shipyard services revenue from
related parties) increased by 796.2% to US$3.9 million in the year ended December 31, 2013 from US$435,876
million in the year ended December 31, 2012, primarily as a result of the commencement of one newbuild
project, a 17,500 DWT oil tanker for Pertamina, that began in the second quarter of 2013, for which we were
able to recognize US$3.6 million in revenue based on the percentage of completion of the vessel.
Cost of Revenues. Cost of revenues increased by 46.1% to US$70.5 million in the year ended
December 31, 2013 from US$48.3 million in the year ended December 31, 2012, primarily as a result of:
• US$2.9 million in shipbuilding expenses incurred in 2013, which was mainly attributable to the
commencement of shipbuilding operations at our shipyard and construction of a 17,500 DWT oil
tanker for Pertamina in 2013;
• a 969.8% increase in vessel rental expenses to US$3.4 million from US$316,933.0, which was
mainly attributable to one third party VLCC that we chartered-in to fill customer demand in the spot
market;
• a 67.3% increase in vessel operating expenses to US$36.5 million from US$21.8 million, which was
mainly attributable to (i) an increase in bunker and port expenses that was due to an increase in the
number of spot charters we had in 2013 as compared to 2012, where we were responsible for paying
voyage expenses, including bunker and port expenses, which was partially offset by the
appreciation of the U.S. dollar, which is our functional currency and the currency in which we
receive our shipping and shipyard revenues, against the Rupiah, which is the currency in which we
pay a substantial portion of our bunker and port expenses, (ii) an increase in repair and maintenance
and spare-parts expenses that was attributable to the larger number and higher cost of the spare-
parts required by our vessels in 2013 as compared to 2012, (iii) brokerage commissions that were
attributable to us commencing the use of brokers for procuring vessel charters outside of Indonesia,
and (iv) an increase in other expenses that was due to higher courier costs that we incurred to
transport spare-parts to our vessels for their repair and maintenance;
• a 53.4% increase in salaries and allowances to US$7.3 million from US$4.7 million, which was
mainly attributable to increased crew wages for new crew required for the VLCC, Aframax vessel
and Medium Range vessel that we purchased in 2013, additional crew required for the Aframax
vessel and two General Purpose vessels that we purchased in 2012 as their available days increased
in 2013, and new crew required for the FSO that we modified from an oil tanker, for which
modifications were completed at the end of 2012;
• a 119.2% increase in management fees for vessel operations to US$1.2 million from US$0.6
million, which was mainly attributable to management fees paid to a third party vessel management
service provider for the management of vessels held by ABPL, that was partially offset by our
termination of vessel management services provided by a third party vessel management service
provider for two Aframax vessels, one General Purpose vessel and one Medium Range vessel in
June 2013 and, a third party vessel management service provider for our VLCC in September 2013;
and
• a 10.2% increase in docking expenses to US$3.8 million from US$3.5 million, which was mainly
attributable to docking expenses for a Medium Range vessel that was dry docked in 2013 for repair
and maintenance the sale of two General Purpose vessels in 2012 before they had to be dry docked,
that contributed to lower docking expenses in 2012 as compared to 2013;
which were partially offset by:
• a 68.3% decrease in other cost of revenue to US$0.8 million from US$2.4 million, which was
mainly attributable to a barge that we built for use in our shipyard that we recognized as a non-
recurring expense.
Gross profit. As a result of the foregoing, gross profit increased by 55.1% to US$35.9 million in the
year ended December 31, 2013, representing a gross profit margin of 33.7%, from US$23.1 million in the year
ended December 31, 2012, representing a gross profit margin of 32.4%.
Operating Expense. Operating expense increased by 21.2% to US$6.7 million in the year ended
December 31, 2013 from US$5.5 million in the year ended December 31, 2012, primarily due to:
• the 20.3% increase in salaries and allowances to US$2.1 million from US$1.7 million, which was
mainly attributable to increases in salaries for our directors and commissioners;
• the 43.7% increase in travel expenses to US$0.6 million from US$0.4 million, which was mainly
attributable to increased traveling made by staff due to perform work relating to the shipyard;
• the 8.7% increase in depreciation to US$335,053.0 from US$308,209.0, which was mainly
attributable to the increase in the number of corporate vehicles that we depreciate on a straight-line
basis;
• the 21.8% increase in repair and maintenance to US$216,809.0 from US$177,965.0, which was
mainly attributable to office renovation works that was performed in 2013;
• the 144.1% increase in entertainment and donation expenses to US$400,514.0 from US$164,057.0,
which was mainly attributable to donations made in 2013 for scholarships for further education of
our crew and for the construction of the Tzu Chi Building; and
• the 9.9% increase in professional fees to US$356,829.0 from US$324,643.0, which was mainly
attributable to higher audit fees that were incurred in preparation of the initial public offering of our
Company’s shares in 2013.
Income from Operations. As a result of the foregoing, income from operations increased by 65.7% to
US$29.2 million in the year ended December 31, 2013 from US$17.6 million in the year ended December 31,
2012.
Other Income (Expenses). Other income was US$1.1 million in the year ended December 31, 2013 as
compared to other expenses of US$6.3 million in the year ended December 31, 2012, primarily due to:
• the increase in our gain on foreign exchange — net to US$14.6 million from US$3.5 million, was
mainly attributable to a greater appreciation of the U.S. dollar against the Rupiah in 2013 as
compared to 2012, where we recognized such a gain when we repaid certain of our loans that were
denominated in Rupiah; and
• the increase in others — net to US$249,714.0 from US$(167,555.0), which was main attributable to
compensation we received for damages to our jetty caused by a third party vessel collision;
which were partially offset by:
• an increase in the loss on disposal of fixed assets and impairment of non-current assets held for sale
to US$4.2 million from US$0.7 million, which was mainly attributable to a greater loss on disposal
we sustained over the sale of our Aframax vessel in 2013 as compared to the loss on disposal we
sustained over the sale of our three General Purpose vessels in 2012.
Income Before Income Tax Benefit (Expense). As a result of the foregoing, income before income tax
benefit (expense) increased to US$30.3 million in the year ended December 31, 2013 from US$11.3 million in
the year ended December 31, 2012.
Income tax benefit (expense). Our income tax benefit was US$2,561.0 in the year ended December 31,
2013 as compared to US$775,312.0 in the year ended December 31, 2012, primarily due to the deferred tax
benefit which we derived from losses sustained over our shipyard operations in 2012, which we applied to offset
our income tax expenses in 2013.
Total income. As a result of the foregoing, our total income increased to US$30.3 million in the year
ended December 31, 2013 from US$3.7 million in the year ended December 31, 2012.
Liquidity and Capital Resources
We have principally used our cash flow from operations and cash from our debt facilities for the
expansion of our fleet and the construction of our shipyard. Our main source of liquidity has been cash received
from our customers and U.S. dollar and Rupiah-denominated bank loans. As of December 31, 2012, 2013 and 2014 and March 31, 2015, our current liabilities exceeded our current
assets by US$71.4 million, US$59.1 million, US$31.2 million and US$47.0 million, respectively. We operate in
a capital intensive industry and frequently purchase vessels as part of our ongoing business operations. In
addition, the construction of our shipyard has required a significant amount of capital. We typically fund our
vessel acquisitions and have primarily funded the construction of our shipyard through cash flows from
operating activities and medium to long-term debt, including bank loans and shareholder loans. Our negative
working capital position has primarily resulted from substantial current maturities of our long-term bank loans
and amounts due to related parties, which primarily represents amounts owed under shareholder loans. These
shareholder loans are classified as current liabilities as they are payable on demand. As of December 31, 2012,
2013 and 2014 and March 31, 2015, our current maturity of long-term bank loans was US$27.4 million,
US$31.9 million, US$38.2 million and US$36.9 million, respectively. We manage our negative working capital
position primarily by refinancing our long-term loans as and when they come due and through our cash flow
from operating activities.
For the year ended December 31,
For the three months ended
March 31,
2012
2013
2014
2014
2015
(Unaudited)
(US$) (US$) Cash Flows from Operating Activities
Receipts from customers ........................................................ 67,717,419 95,498,527 130,306,642 27,340,411 27,516,203 Payment to Employees .......................................................... (6,842,622) (10,471,227) (10,397,173) (1,942,683) (2,376,003) Payments to Suppliers and Others .......................................... (41,584,965) (50,773,399) (59,677,669) (11,966,244) (23,730,524) Receipt of Financing Income ................................................. 18,601 11,101 32,751 1,788 10,673 Payment for:
Financing Costs ................................................................ (11,211,896) (14,028,864) (14,899,394) (3,385,109) (3,206,573) Income Taxes .................................................................... (2,482) (11,605) (11,667) (2,233) (1,336)
Net Cash Provided by Operating Activities ........................ 8,094,055 20,224,533 45,353,490 10,045,930 (1,787,560)
Cash Flows from Investing Activities
Proceeds from Disposals of Fixed Assets and Non-
Current Assets held for sale ............................................... 833,219 21,456 11,195,598 — 83,520 Acquisition of Fixed Assets ................................................... (53,299,171) (75,908,951) (63,800,977) (1,318,648) (14,702,431) Acquisition of Intangible Assets ............................................ (39,963) (160,762) (3,100) (4,702) —
Net Cash Used In Investing Activities ................................. (52,505,915) (76,048,257) (52,608,479) (1,323,350) (14,618,911)
Cash Flows from Financing Activities
Proceeds from Bank Loans .................................................... 64,635,258 58,047,700 52,273,853 1,637,006 3,874,475 Proceeds from Initial Public Offering .................................... — — 45,801,714 — — Payment of Bank Loans ......................................................... (24,478,476) (28,691,863) (60,814,656) (6,549,475) (8,080,231) Receipt (payment) of Related Parties Loans — Net ............... (491,215) 828,702 (11,369,837) (2,817,337) 13,214,820 Payment of Finance Lease and Consumer Financing
Payables ............................................................................ (452,308) (569,864) (407,663) (68,448) (110,981) Payment of Cash Dividend to Non-Controlling Interests
— Net ............................................................................... (70,508) — — — — Proceeds from Issuance of Additional Share Capital .............. 5,927,419 25,336,982 — — — Acquisition of Subsidiary — Net ........................................... (1,232,811) (48,710) — — —
For the year ended December 31,
For the three months ended
March 31,
2012
2013
2014
2014
2015
(Unaudited)
(US$) (US$) Net Cash Provided by Financing Activities ........................ 43,837,359 54,902,947 25,483,411 (7,798,254) 8,898,083
Net Increase (Decrease) in Cash and Cash Equivalents ..... (574,501) (920,777) 18,228,422 924,326 (7,508,388) Cash and Cash Equivalents at the Beginning of the
Year ................................................................................. 2,431,820 1,857,319 936,542 936,542 19,164.964
Cash and Cash Equivalents at the End of the Year ........... 1,857,319 936,542 19,164,964 1,860,868 11,656,576
Net Cash Provided by Operating Activities
Net cash provided by operating activities consists of receipts from customers and receipts of financing
income (which represents interest earned on bank deposits), net of payments to employees, payments to
suppliers and others, payments for financing costs and payments for income taxes.
In the three months ended March 31, 2015, receipts from customers totaled US$27.5 million and receipts
of financing income totaled US$10,673.0. After taking into account payments to employees totaling
US$2.4 million, payments to suppliers and others totaling US$19.9 million, payments for financing costs
totaling US$3.2 million and payments for income tax totaling US$1,336.0, our net cash provided by operating
activities amounted to US$2.1 million in the three months ended March 31, 2015.
In the three months ended March 31, 2014, receipts from customers totaled US$27.3 million and receipts
of financing income totaled US$1,788.0. After taking into account payments to employees totaling US$1.9
million, payments to suppliers and others totaling US$12.0 million, payments for financing costs totaling
US$3.4 million and payments for income tax totaling US$2,233.0, our net cash provided by operating activities
amounted to US$10.0 million in the three months ended March 31, 2014.
In 2014, receipts from customers totaled US$130.3 million and receipts of financing income totaled
US$32,751.0. After taking into account payments to employees totaling US$10.4 million, payments to suppliers
and others totaling US$59.7 million, payments for financing costs totaling US$14.9 million and payments for
income tax totaling US$11,667.0, our net cash provided by operating activities amounted to US$45.4 million in
2014.
In 2013, receipts from customers totaled US$95.5 million and receipts of financing income totaled
US$11,101. After taking into account payments to employees totaling US$10.5 million, payments to suppliers
and others totaling US$50.8 million, payments for financing costs totaling US$14.0 million and payments for
income tax totaling US$11,605.0, our net cash provided by operating activities amounted to US$20.2 million in
2013.
In 2012, receipts from customers totaled US$67.7 million and receipts of financing income totaled
US$18,601.0. After taking into account payments to employees totaling US$6.8 million, payments to suppliers
and others totaling US$41.6 million, payments for financing costs totaling US$11.2 million and payments for
income tax totaling US$2,482.0, our net cash provided by operating activities amounted to US$8.1 million in
2012.
Net Cash Used in Investing Activities
Net cash used in investing activities consists primarily of proceeds of fixed assets and non-current assets
held for sale offset by acquisitions of fixed assets and intangible assets.
Our net cash used in investing activities was US$14.7 million in the three months ended March 31, 2015,
which primarily related to the acquisition of fixed assets of US$14.6 million, consisting of cash outflows related
to the acquisition of two General Purpose vessels totaling US$12.1 million and the remainder for, among other
things, the construction of our shipyard and the purchase of corporate vehicles.
Our net cash used in investing activities was US$1.3 million in the three months ended March 31, 2014,
which primarily related to cash outflows for the construction of our shipyard.
Our net cash used in investing activities was US$52.6 million in the year ended December 31, 2014,
which primarily related to the acquisition of fixed assets of US$63.8 million, mainly consisting of cash outflows
related to the acquisition of two Aframax vessels totaling US$36.0 million and the remainder for, among other
things, the construction of our shipyard and the purchase of machinery and equipment for our shipyard, which
was partially offset by proceeds from the sale of a Medium Range vessel and an Aframax vessel totaling
US$11.2 million.
Our net cash used in investing activities was US$76.0 million in the year ended December 31, 2013,
which primarily related to the acquisition of fixed assets of US$75.9 million, mainly consisting of cash outflows
related to the acquisition of a VLCC, an Aframax vessel and a Medium Range vessel totaling US$54.6 million
and the remainder for, among other things, the construction of our shipyard.
Our net cash used in investing activities was US$52.5 million in the year ended December 31, 2012,
which primarily related to the acquisition of fixed assets of US$53.3 million, mainly consisting of cash outflows
related to the acquisition of an Aframax vessel, a General Purpose vessel, a Medium Range vessel and a barge
totaling US$28.5 million and the remainder for, among other things, the construction of our shipyard, which was
partially offset by proceeds from the sale of three General Purpose vessel totaling US$0.8 million.
Net Cash Provided by (used in) Financing Activities
Our net cash provided by financing activities was US$5.0 million in the three months ended March 31,
2015, primarily consisting of related party loans, partially offset by repayment of bank loans and payment of
financial charges.
Our net cash used in financing activities was US$7.8 million in the three months ended March 31, 2014,
primarily consisting of repayment of bank and related party loans and payment of financial charges, partially
offset by withdrawal of bank loans.
Our net cash provided by financing activities was US$25.5 million in 2014, primarily consisting of
borrowings under bank loans and proceeds from the initial public offering of our Company’s shares, partially
offset by repayments of bank loans and payment of financial charges.
Our net cash provided by financing activities was US$54.9 million in 2013, primarily consisting of
proceeds from the subscription of additional shares in our Company by a number of the principal shareholders
of our Company and withdrawal of bank loans, partially offset by repayments of bank loans and payment of
financial charges.
Our net cash provided by financing activities was US$43.8 million in 2012, primarily consisting of
borrowings under bank loans, partially offset by repayment of bank loans and shareholder loans and payment of
financial charges.
Capital Expenditures
Our capital expenditures are categorized under (i) shipping, (ii) shipyard and (iii) others. Our capital
expenditures for shipping primarily relate to the acquisition of vessels to replace retired vessels and expand our
fleet and supplies for our vessels, which include global positioning systems, navigation and communication
equipment and computer systems for vessel operations. Capital expenditures for our shipyard primarily relate to
expenditures for land, the construction and development of buildings and facilities on our shipyard and shipyard
machinery and equipment. Our other capital expenditures generally relate to the maintenance and repair of our
office facilities and equipment. To fund this capital expenditure, we have relied primarily on cash flows from
operations and bank borrowings under our existing credit facilities.
The following table sets forth our capital expenditures for the years ended December 31, 2012, 2013 and
2014:
Year Ended December 31,
2012
2013
2014
(US$) Shipping
Vessels........................................................................................................................... 28,446,258 54,571,088 36,029,490 Vessel supplies .............................................................................................................. 216,893 171,704 154,082
Shipyard ............................................................................................................................ 31,465,314 29,066,512 35,644,392 Others ................................................................................................................................ 1,658,081 229,374 535,788
We plan to monitor customer demand and expand our fleet by acquiring additional vessels to meet
forecasted customer demand. From time to time, we may also establish joint ventures or strategic partnerships
that we believe will complement our business. Some of these vessel acquisitions or investments in joint ventures
or strategic partnerships could be material. However, we currently do not have any committed capital
expenditure and currently have no specific agreements with respect to any vessel acquisition or investment.
Contractual Obligations and Commitments
The following table sets forth our contractual obligations and commitments based on undiscounted
contractual payments as of March 31, 2015:
Payment Due by Period
Less Than
1 Year
1-5 Years
More than
5 Years
Total
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (US$)
Trade payables................................................................................... 8,804,901 — — 8,804,901
Other payables ................................................................................... 1,193,213 — — 1,193,213 Accrued expenses .............................................................................. 9,809,955 — — 9,809,955 Short-term bank loans ........................................................................ 16,014,411 — — 16,014,411 Amounts due to related parties ........................................................... 17,140,723 — — 17,140,723 Long-term loans ................................................................................ 37,163,194 111,233,101 — 148,396,295
Total contractual obligations and commitments ............................ 90,126,397 111,233,101 — 201,359,498
Note: (1) Total of current and non-current portion.
Contingent Liabilities
Our contingent liabilities consists of liabilities under bid bonds and performance bonds used in our
shipping business and refund guarantees and warranty bonds used in our shipyard business.
For our shipping business, we typically are required to post a bid bond, amounting to 0.5% of the charter
contract value, whenever we submit a bid for a tender for a charter contract. In the event we win a tender, but
are unable to or elect not to proceed with performing the relevant charter contract, our prospective customer
under the tender is entitled to enforce payment under the bid bond. However, if we win a tender and proceed to
perform the relevant charter contract, our customer will release the bid bond and, save for Pertamina, we will
then be required to post a performance bond, typically amounting to 3.0% of the charter contract value that will
remain in place over the life of the charter contract. Our customer is entitled to enforce payment under the
performance bond if we fail to fulfill our obligations under the charter contract. We typically obtain both the bid
bonds and the performance bonds from facilities provided by Bank Mandiri and BCA. As of March 31, 2015,
the aggregate value of our outstanding bid bonds and performance bonds amounted to Rp.36.1 billion.
For our shipyard business, we are required to provide refund guarantees to our customers of amounts
equal to their payments made to us. As our shipyard customers generally make five scheduled payments to us,
consisting of a payment of 20.0% of the contract price of the particular newbuild at each of the five stages of
(i) contract signing, (ii) steel cutting, (iii) keel laying, (iv) launching and (v) delivery, after collection of the first
20.0% payment from a customer, we provide the same customer with the first refund guarantee of the same
amount. Such refund guarantee is exchanged for a refund guarantee for a correspondingly higher amount each
time the second, third and fourth payments are made to us. When the customer makes its last 20.0% payment
when taking delivery of the newbuild, the refund guarantee for 80.0% of the contract price will be exchanged
for a warranty bond, amounting to 3.0% of the contract price. In the event we fail to complete construction of
the newbuild, the customer is entitled to enforce payment under the refund guarantee. After taking delivery of
the newbuild, if the vessel does not perform as required under the newbuild contract within the first year of
delivery, the customer is entitled to enforce payment under the warranty bond. We typically also obtain both the
refund guarantees and warranty bonds from facilities provided by Bank Mandiri. As of March 31, 2015, the
value of our outstanding refund guarantees amounted to US$18.5 million. We do not have any outstanding
warranty bonds as we have yet to complete the construction of any newbuilds at our shipyard.
Off Balance Sheet Arrangements
Except for the contingent liabilities set forth above, as of March 31, 2015, we did not have any off-
balance sheet arrangements with unconsolidated entities.
Reclassification of Certain Line Items of the Consolidated Statement of Financial Position as of
December 31, 2014
We previously had a long-term bank loan from PT Bank International Indonesia Tbk (“BII”) and were
required to maintain an escrow account in BII. Prior to our full repayment of this long-term bank loan that was
due in May 2015 in December 2014, the US$14,729 that was deposited in this escrow account was presented in
our consolidated statement of financial position as “restricted cash.” Following such repayment, we reclassified
such amounts in this escrow account to “cash and cash equivalents” in our consolidated statement of financial
position as of March 31, 2015.
In addition, as of December 31, 2014, we viewed and accounted for our shipyard operations as one
activity of the same nature and, consequently, recorded “estimated earnings in excess of billings on
constructions contracts” and “billings in excess of estimated earnings on contracts” on an aggregate basis for our
shipyard operations. However, as of March 31, 2015, we determined that accounting for the two aforementioned
line items on a “per construction contract” basis would provide more detailed accounting information. As such,
the balances of these two line items as of December 31, 2014 have been reclassified to conform to the
presentation of the same in our consolidated statement of financial position as of March 31, 2015. See Note 36
to our consolidated financial statements included in this Updates.
The following tables sets forth the impact of the aforementioned reclassification on our consolidated
statement of financial position as of December 31, 2014:
As of the year ended December 31, 2014
As previously stated
Reclassification
As reclassified
(US$) Current Assets
Cash and cash equivalents ..................................................................... 20,351,494 14,729 20,366,223 Restricted cash ...................................................................................... 404,627 (14,729) 389,898 Estimated earnings in excess of billings on contracts ............................. — 1,986,813 1,986,813
Current Liability
Billings in excess of estimated earnings on contracts ............................. (6,252,504) (1,986,813) (8,239,317)
Quantitative and Qualitative Disclosures about Market Risks
Our business exposes us to a variety of financial risks, including changes in foreign exchange rates, credit
risk and liquidity risk. The following discussion summarizes our exposure to foreign exchange rates, credit risk
and liquidity risk and our policies to address these risks. The following discussion contains forward-looking
statements that are subject to risks, uncertainties and assumptions about us. These statements are based upon
current expectations and projections about future events. There are important factors that could cause our actual
results and performance to differ materially from such forward-looking statements, including those risks
discussed under “Risk Factors.”
Liquidity Risk
We are subject to the risk that we will not have sufficient funds to meet our operating requirements and
financial obligations when they fall due. We manage our liquidity risk by maintaining cash flows generated
from our operations and ensuring the availability of credit facilities, managing credit terms and maintaining
stringent collection policies.
Interest Risk
We operate in a capital intensive industry and frequently fund our operations through medium to long-
term debt, including bank loans with floating interest rates. As a result, our results of operations may be affected
by fluctuations in interest rates and the amount of our outstanding loans. We do not currently have any hedging
arrangements or interest-rate swaps to adjust interest-rate risk exposures, but we may enter into such
arrangements or swaps in the future in order to hedge our interest rate risk.
Although we expect the U.S. dollar to continue appreciating against the Rupiah, we are and also expect to
continue to be subject to risk of fluctuations in the exchange rate between the U.S. dollar and the Rupiah. We
currently do not engage in any formal hedging activities against foreign exchange rate risks but intend to
continue to monitor the movement in U.S. dollar/Rupiah exchange rate and enter into hedging arrangements as
and when we deem appropriate.
Recent Accounting Pronouncements There are no new issued accounting standards by the Indonesian Financial Accounting Standards Board
(“DSAK”) that are considered relevant to our financial reporting but not yet effective for consolidated financial
statements included in this Updates.
BUSINESS
Overview
We are the largest independent tanker owner and operator in Indonesia in terms of DWT capacity, as of
March 31, 2015, according to Drewry, providing crude oil, petroleum products and LPG shipping services and
shipyard services principally to companies operating in the domestic oil and gas and chemical sectors. As of
March 31, 2015, we owned and operated a total of 35 vessels with an aggregate capacity of 1.3 million DWT, of
which 34 were Indonesian-flagged tankers, including 18 oil tankers, of which two are the only Indonesian-
flagged VLCCs, 12 chemical tankers, three gas tankers and two FSO tankers. We also operate a shipyard the
first phase of which comprises a total land area we estimate is approximately 50 hectares and has a coast line of
1.3 kilometers, and which commenced providing shipbuilding services in 2012. We also intend to offer ship
repair and maintenance services to third parties and to our own vessels after the completion of our floating dry
dock, which is currently under construction.
We operate two principal lines of business: shipping services and shipyard services. Our shipping
business is divided into two main segments based on the contract arrangements under which our vessels are
chartered to customers, namely time charters and spot charters. We currently conduct shipbuilding operations at
our shipyard and, after the construction of our planned floating dry dock is complete, we expect our shipyard to
be capable of receiving orders for maintenance and repair and oil and gas fabrication.
We undertake the commercial and operational management of our charters and fleet, including
commercial strategy, commercial and financial management, acquisition and disposal of vessels, chartering and
the development of new business opportunities. We have entered into contracts with our affiliates, PT Equator
Maritime and PT Vektor Maritim, to provide technical management services for our vessels, and in practice
such services include managing compliance with regulatory and classification standards in respect of our vessels
and the selection and employment of marine crew that operate our vessels. We supervise the performance of the
services provided by our technical managers.
The following table sets forth our net revenue breakdown over our two principal lines of business for the
periods indicated and as a percentage of total net revenue for our business:
Years Ended December 31,
Three Months ended March 31,
2012
2013
2014
2014
2015
(Unaudited) (US$ except percentages)
Net Revenues Shipping
Charter(1) .............. 52,783,473 73.9 % 61,696,073 58.0% 65,292,539 51.2% 17,931,686 68.4% 20,110,518 59.2%
Spot ...................... 18,172,124 25.5 % 40,801,995 38.3% 42,095,486 33.0% 5,959,189 22.7% 7,526,173 22.2%
Shipyard .................... 435,876 0.6 % 3,906,506 3.7% 20,089,361(1) 15.8% 2,321,333 8.9% 6,317,425(1) 18.6%
Total ......................... 71,391,473 100.0% 106,404,574 100.0% 127,477,386 100.0% 26,212,208 100.0% 33,954,116 100.0%
Note:
(1) Includes revenue from related parties.
Our business benefits from Indonesian cabotage laws that mandate the use of Indonesian-flagged vessels
for domestic sea freight transportation, particularly to support the national oil and gas downstream industry in
the seaborne distribution of crude oil, petroleum products and LPG around the more than 13,000 islands that
comprise the Indonesian archipelago. As of March 31, 2015, our 34 Indonesian-flagged tankers had a total
capacity of 1.3 million DWT and our two VLCCs currently transport crude oil from Middle East producers to
refineries for processing.
Our largest customer, Pertamina, the state-owned oil company operating nine refineries around Indonesia,
has been a customer of our predecessor companies since we commenced operations in 1981. Our vessels
chartered to Pertamina are principally engaged in time charters and, for the years ended December 31, 2012,
2013 and 2014, and the three months ended March 31, 2015, respectively, shipping services provided to
Pertamina accounted for 68.2%, 46.3%, 52.4% and 53.2% of our net revenues. We also provide shipping
services to ConocoPhillips, an international major oil company operating in Indonesia, and PLN, the state-
owned electricity company.
As demand for shipping services provided by domestic operators in Indonesia has increased, we have
sought to increase the number of vessels and the total capacity of our fleet through the acquisition of well-
constructed and well-maintained pre-owned vessels, principally from the European market, which we then re-
flag to become Indonesian-flagged vessels. Our total vessel capacity has increased from 568,184 DWT in 2010
to 1.3 million DWT in 2014, representing a CAGR of 23.8%. Pertamina, our major customer, determines its
charter rates based on, among other things, market rates, previous contracts, the investment required if it were to
use its own fleet and its internal budget. Our time charter rates with Pertamina fluctuate less frequently than time
charter rates in the international market. We believe that Pertamina’s demand for reliable seaborne
transportation to distribute crude oil, petroleum products and LPG around the Indonesian archipelago allows us
to realize steady rates of return on our investment in the acquisition and operation of our vessels and allows us
to utilize these vessels for extended periods of time until the cost of continued docking and maintenance exceeds
our expected returns on continuing time charter.
Our vessel deployment strategy is designed to provide stable cash flow through the use of long-term time
charters for a significant portion of our fleet, in terms of DWT capacity, while maintaining a diversified fleet to
serve sectors of the oil and gas and chemical industry that typically use spot charters. As of April 30, 2015, our
remaining contracted revenues for time charters amounted to US$236.1 million, of which US$92.2 million
relates to revenues from optional extension periods, and our time charter contracts had a weighted average
remaining life of 5.6 years weighted by contract value, including any optional extension periods. For the years
ended December 31, 2012, 2013 and 2014, and the three months ended March 31, 2015, our net revenues from
shipping services were US$71.0 million, US$102.5 million, US$107.4 million and US$27.6 million, accounting
for 99.4%, 96.3%, 84.2% and 81.4% of our total net revenues, respectively.
In 2012, we commenced new shipbuilding operations at our shipyard located in a Free Trade Zone in
Karimun, Indonesia in the Malacca Straits, an international shipping route, and nearby Singapore, which has a
developed maritime industry. Our shipyard has a coastal depth of 12.0 meters and provides shipbuilding services
for vessels of various carrying capacities. We currently have an orderbook of five new ships under construction,
with completion and deliveries scheduled to occur between late 2015 and 2017. We also have a 50,000 DWT
floating dry dock scheduled to complete construction and enter operation in the fourth quarter of 2015, from
which we expect to provide ship repair and maintenance services for our fleet and other vessels. We believe that
the Free Trade Zone provides our shipyard with advantages on the import of materials and spare parts, including
tax-free status and expedited customs clearance, which will allow us to compete effectively on cost and timing
of shipbuilding, maintenance and repair services. For the years ended December 31, 2012, 2013 and 2014, and
the three months ended March 31, 2015, our net revenues from shipyard services were US$0.4 million, US$3.9
million, US$20.1 million and US$6.3 million, accounting for 0.6%, 3.7%, 15.8% and 18.6% of our total net
revenues, respectively.
Our net revenue has grown from US$71.4 million to US$127.5 million between the years ended
December 31, 2012 and 2014, representing a CAGR of 33.6%, and for the three months ended March 31, 2015
was US$34.0 million. Our EBITDA has grown from US$32.5 million to US$60.3 million between the years
ended December 31, 2012 and 2014, representing a CAGR of 36.2%, and for the three months ended
March 31, 2015 was US$15.3 million.
Competitive Strengths
We believe that, as the largest independent tanker owner and operator in Indonesia, we have the following
competitive strengths:
Leadership and established track record in the Indonesian crude oil, petroleum products and LPG shipping
industry
We are the largest independent tanker owner and operator in Indonesia in terms of DWT capacity, as of
March 31, 2015, according to Drewry. We have a long operating history and established track record in growing
our fleet and revenue. Since the inception of our business operations in 1981, we have grown the size of our
fleet and, as of March 31, 2015, we owned and operated a total of 35 vessels with a total capacity of 1.3 million
DWT, including 18 oil tankers, of which 2 are VLCCs, 12 chemical tankers, 3 gas tankers and 2 FSO tankers.
Two of our gas tanker vessels were acquired in March 2015 and are engaged in time charters with Pertamina. In
addition, oil and gas consumption in Indonesia has grown over the recent years as has the demand for maritime
shipping services in this sector.
We believe the size of our fleet, together with our mix of vessels, comprising oil tankers, chemical
tankers, gas tankers and FSO tankers, allows us to provide comprehensive shipping solutions to our customers
engaged in various segments of the oil and gas and chemical production and supply chain. The size of our fleet
also enables us to maintain a highly competitive cost base and enjoy economies of scale in respect of insurance,
employees, repair and maintenance, and other cost items. We place marine insurance on a collective basis and,
as a consequence of both the size and operational history of our fleets, are able to secure insurance cover at
competitive rates with reputable insurers. We believe our technical managers provide us with a qualified marine
crew that operates our vessels and to whom we and our technical manager provide periodic training and retain
on a repeated basis, which enables us to keep our employment costs at a competitive level. Our ability to obtain
funding to acquire vessels allows us to respond to customer demands and win tenders for shipping contracts. We
actively manage the deployment of our fleet between time charters and spot charters, and our fleet size and
vessel mix affords us both the opportunity to capitalize on high “spot” market rates and the ability to respond to
changing demand for different vessel types that result from fluctuations in demand for various chemical
products, while achieving high utilization rates and stable cash flow. For the years ended December 31, 2012,
2013 and 2014, and the three months ended March 31, 2015, our fleet-wide utilization rates were 95.9%, 98.1%,
88.1% and 89.2%, respectively.
Recurring revenue and cash flow visibility driven by contracted time charters
As of March 31, 2015, 19 of our vessels, comprising 87.2% of our aggregate DWT capacity, were
chartered to customers under time charters, with initial charter periods ranging from three months to ten years
with the option to extend for additional periods. Our time charters provide us with highly-visible and stable cash
flows to fund our operations and debt service. The majority of our time charter contracts are with creditworthy
major oil and gas and chemical companies, including Pertamina and ConocoPhillips. As of April 30, 2015, our
remaining contracted revenues amounted to US$236.1 million, of which US$92.2 million relates to revenues
from optional extension periods, and the weighted average remaining life of our time charters was 5.6 years
weighted by contract value, including any optional extension periods.
Our time and spot charter contracts are based on standard industry forms with customary terms and are
denominated either in U.S. dollars or the Rupiah-equivalent of U.S. dollars. In accordance with industry
practice, we do not pay for voyage expenses, such as bunker fuel costs and port charges, on our time charters, as
the customer pays for voyage expenses directly, and we pay voyage expenses for our spot charters. Our
operating expenses for time charters are mainly limited to ship maintenance and repair. Our payments for the
acquisition of vessels to expand our fleet, and for ongoing operation and maintenance of our fleet, are
principally denominated in U.S. dollars. As a result, the currency which primarily influences our revenues and
expenses, and the currency of the primary economic environment in which we operate — our functional
currency — is U.S. dollars. Since we expand our fleet through the acquisition of pre-owned vessels, we are not
committed to fund progress payments on new-build vessels. We conduct comprehensive vessel inspections and
reviews of the vessels’ classification certification records to ensure the vessels we acquire are well-constructed
and maintained and meet our customers’ requirements. We believe we enjoy predictable margins on our vessels
because a high percentage of our fleet in terms of DWT capacity is engaged in time charter contracts, and we
use well-constructed and maintained pre-owned vessels, which limits our operating expenses for repair and
maintenance.
For the years ended December 31, 2012, 2013 and 2014, and the three months ended March 31, 2015, our
EBITDA margin was 45.6%, 41.7%, 47.3% and 45.0%, respectively. We also believe that Pertamina’s demand
for reliable seaborne transportation to distribute gasoline, diesel and jet fuel around the Indonesian archipelago
allows us to realize steady rates of return on our investment in the acquisition and operation of our vessels. We
have experienced a stable rate of option extensions and renewals of our time charter contracts as, in our
experience, our customers prefer to continue use of incumbent vessels rather than locate and contract a time
charter with a new vessel.
Established reputation and long-standing relationships with Pertamina and other large customers
Since the inception of our business in 1981, we have established a strong reputation in the oil and gas and
chemical shipping industry and believe that we are widely known among participants in the industry for our
good quality service and high customer satisfaction. Our efforts to ensure that we provide our customers with
high quality service have earned us various quality certifications, including the Certificate of International
Safety Management from International Maritime Organization, the Tanker Management Self Assessment
Certificate from the Oil Companies International Marine Forum and ISO 9001:2008 and ISO 14000 for quality
control management for shipping companies. These certifications, as well as the ship classifications awarded by
international and domestic ship classification bureaus, have allowed us to participate in the ship tender processes
for major domestic and international oil and gas companies. Our technical managers provide us with a qualified
marine crew for whom we and our technical manager provide periodic training. We believe that our reputation
for providing dependable, safe and efficient shipping services has allowed us to develop and maintain
relationships with major oil and gas companies including Pertamina, ConocoPhillips and Camar Resources. We
have worked closely with Pertamina, the state-owned oil company operating nine refineries around Indonesia
and which accounts for a substantial amount of oil and chemical products produced and shipped within
Indonesia, for 35 years and is currently the largest provider of oil and gas and chemical shipping services to
Pertamina. We believe that our long-standing relationships with our customers have allowed us to better
understand and meet our customers’ needs and enabled us to maintain a competitive edge over other domestic
shipping companies.
Rising energy demand and high barriers of entry resulting in favorable industry dynamics
Demand for oil and gas and other chemical products has been growing in Indonesia over recent years. As
Indonesia is an archipelago comprised of more than 13,000 islands, the bulk of such products are transported to
various points of consumption by sea. According to Drewry, a consistent growth in the past decade in
Indonesia’s economy has been followed by commensurate growth in Indonesia’s energy consumption.
Indonesia’s energy consumption has grown at a CAGR of 4.2% in the last five years growing from 877 million
barrels of oil equivalent in 2007 to 1,079 million barrels of oil equivalent in 2012.
The Government’s current plans to implement a sea lane transportation system (the “Sea Toll Program”)
where major domestic sea lanes are lined with well-developed ports so as to provide for, among other things,
more efficient cargo loading and unloading services for vessels, is expected to further boost seaborne
transportation. The Indonesian tax regime is also favorable to our shipping business as foreign companies are
subject to final tax of up to 20% on charter fees, while Indonesian companies are only subject to a 1.2%
withholding tax, allowing us to gain a competitive advantage.
As a result of the implementation of the cabotage principles into Indonesian shipping laws, which was
part of the Government’s efforts to support domestic shipping companies, and the limitation on foreign
investment in Indonesian shipping companies, competition from foreign shipping companies is limited. With the
implementation of cabotage principles into Indonesian shipping laws, there has been an increase in the number
of Indonesian-flagged vessels and a decrease in foreign-flagged vessels operating in Indonesian waters.
According to Drewry, between 2006 and 2013, the number of Indonesian-flagged vessels increased from 6,428
to 13,120 at a CAGR of 10.7% and the aggregate DWT capacity of Indonesian-flagged vessels increased from
2.9 million DWT to 8.2 million DWT at a CAGR of 16.0%. The size of our fleet has grown steadily in the years
following the implementation of Indonesian cabotage laws as we benefited from the aforementioned favorable
industry dynamics and our position as one of the few domestic shipping companies with the Indonesian-flagged
DWT capacity to meet the demands of Pertamina and our other customers in the Indonesian oil and gas and
chemical industry for reliable seaborne transportation to support the production and distribution of gasoline,
diesel and jet fuel around the Indonesian archipelago to meet the rising energy demand in Indonesia.
We believe we are well positioned to capture additional growth opportunities for our business as, under
cabotage principles, domestic companies are required to use Indonesian-flagged vessels for domestic routes. The
Indonesian tax regime is also favorable for international routes as foreign companies are subject to withholding
tax of up to 20% on charter fees, while Indonesian companies are only subject to 1.2% final tax. Prospective
participants in our industry also face barriers of entry, including high capital expenditure involved with
acquiring Indonesian flagged vessels and the relatively low availability of skilled and experienced Indonesian
seafarers, whom shipping companies are legally required to use to operate Indonesian flagged vessels. In
addition, a significant proportion of vessel charterers generally enter into long term charter contracts and prefer
to continue using incumbent vessels rather than locate and contract a time charter with a new vessel provided
the operator continues to meet performance standards. As such, our long-standing relationships with our
customers, including Pertamina, our largest customer and the state-owned oil company operating nine refineries
around Indonesia, has also further allowed us to leverage these favorable industry dynamics. We believe that our
strong track record in providing Pertamina and our other customers with shipping services and their familiarity
with us has allowed us to maintain a stable and high utilization rate of our vessels and a high rate of renewal or
re-contracting of our time charters. As of December 31, 2012, 2013 and 2014 and March 31, 2015 the number of
vessels in our fleet on time charters with Pertamina was 16, 18, 15 and 15, respectively.
Complementary shipyard to provide a new stream of recurring revenue and additional cost competitiveness
In 2012, we expanded into a new line of business that is also complementary to our shipping business
when we commenced shipbuilding services at our shipyard. We expect to commence operations of our floating
dry dock, which has a planned capacity of 50,000 DWT, in the fourth quarter of 2015 and will allow us to offer
ship repair and maintenance and other shipyard services. We believe ship repair and maintenance provides a
recurring revenue stream, as international classification societies require that vessels conduct an internal
inspection every five years and an intermediate inspection approximately every 2.5 years.
Our shipyard is in close proximity to Singapore and is strategically located in a Free Trade Zone in the
Malacca Strait, one of the busiest international shipping lanes in the world. The first phase of our shipyard has a
total land area we estimate is 50 hectares. Our shipyard benefits from deep surrounding water of up to
12.0 meters in coastal depth, and will be able to accommodate the docking of up to 40 vessels per year and the
construction of up to seven vessels simultaneously and construction of several vessels each year. As our
shipyard is located in a Free Trade Zone, we enjoy various tax, custom and excise incentives, including the
expeditious clearance of customs for imported construction materials and equipment and exemption from
custom duties, lowering our cost incurred for shipbuilding and providing repair and maintenance services and
increasing our competitiveness against shipyards located outside of Free Trade Zones. We commenced
providing shipbuilding services in 2012 and offer complete design and construction services for vessels of
various specifications and functions, including oil tankers, floating storage offloading vessels and other marine
vessels. As of March 31, 2015, we had five vessels under construction, including three 17,500 DWT oil tankers
for Pertamina under three different agreements that we entered into in 2013 and 2014 and two oil tankers under
construction for our affiliates (under agreements that are pending execution), which we intend to charter-in
following delivery and acceptance by our affiliates. We also intend to offer ship repair and maintenance services
to third parties and to our own vessels after the completion of our floating dry dock. We believe that our
shipyard will allow us to provide additional services to our long-standing customers, such as Pertamina, as well
as providing repair and maintenance services to our own vessels, which we expect will result in higher operating
margins and less down time for our vessels.
Highly experienced management team and well-trained and qualified crew
We have an experienced management team with extensive experience and expertise in the shipping
industry, covering all areas of shipping operations, including vessel acquisition, sales and marketing, operational
planning, cost management and recruitment and training of crew. The majority of the members of both our
Board of Commissioners and Board of Directors have more than a decade of working experience in the shipping
industry and a number of our commissioners and directors have more than 30 years of working experience in the
shipping industry. As a result, our management team enjoys strong relationships with various key stakeholders
in the domestic shipping industry, including the Indonesia maritime authorities, Indonesia state-owned oil and
gas companies, and domestic shipping industry associations, such as INSA and IPERINDO, which is critical to
maintaining our long-standing relationships with customers. In addition, our technical managers provide us with
a qualified marine crew, with more than 725 contracted seafarers as of March 31, 2015, to whom we and our
technical managers provide periodic training on international standards for the safety and operation of our
vessels. We have been able to achieve a strong track record of improving financial performance through a well-
trained and qualified crew, our strong understanding of the domestic shipping industry, underpinned by over 30
years of operational experience and interaction with key stakeholders in the domestic shipping industry and our
acquisition of well-constructed and maintained pre-owned vessels that meet our customers’ demands. Our net
revenue has grown at a CAGR of 33.6% over the years ended December 31, 2012, 2013 and 2014, where our
revenue for the same periods amounted to US$71.4 million, US$106.4 million and US$127.5 million,
respectively. Over the same periods, we also enjoyed stable EBITDA margins, which were 45.6%, 41.7% and
47.3%, respectively.
Strategies
We intend to continue increasing our revenue and market share through the following key strategies:
Expand our fleet and maintain an optimal fleet mix
Demand for crude oil, petroleum products and LPG shipping by oil and chemical suppliers have had and
are expected to continue to have a significant impact on our results of operations. Indonesian domestic demand
for oil and gas and chemical products has been growing over the recent years. We expect that increasing demand
for oil and gas products in Indonesia, supported by the Indonesian cabotage laws, will increase demand for
Indonesian flagged vessels over the coming years. With the implementation of cabotage principles into
Indonesian shipping laws, there has been an increase in the number of Indonesian-flagged vessels and a decrease
in foreign-flagged vessels operating in Indonesian waters. According to Drewry, between 2006 and 2013, the
number of Indonesian-flagged vessels increased from 6,428 to 13,120 at a CAGR of 10.7% and the aggregate
DWT capacity of Indonesian-flagged vessels increased from 2.9 million DWT to 8.2 million DWT at a CAGR
of 16.0%. The domestic movement of fuel oil has also increased from 61.6 million tons in 2010 to 72.0 million
tons in 2013, with a CAGR of 5.3%, according to Drewry. We intend to monitor the market for pre-owned
vessels and acquire well-constructed and maintained pre-owned vessels that meet our selection criteria to grow
our fleet. To achieve timely settlement of opportunities to acquire pre-owned vessels, we frequently bridge the
acquisition cost with cash on hand or with loans from our shareholders and then refinance the vessel with debt
capital post acquisition. We intend to continue to practices and financial management and prudently acquire
vessels in view of market intelligence on future vessel requirements of our customers, our financing options and
our expected return on the vessel to be purchased. We also plan to optimize our marketing and administrative
functions so as to streamline the tender process for new charter contracts, which often requires long
documentation processes.
Increase market share by taking advantage of favorable industry dynamics
We intend to capitalize on the favorable dynamics for our Company in the Indonesian oil and gas and
chemical shipping industry and take advantage of growing Indonesian demand for production and distribution of
gasoline, diesel, jet fuel and chemicals, as well as the implementation of cabotage principles into Indonesian
shipping laws, to increase our market share. We intend to leverage the favorable Indonesian tax regime, under
which Indonesian entities enjoy a competitive advantage over the foreign entities by virtue of being subject to a
significantly lower final tax of 1.2% on charter fees as opposed to the up-to-20.0% withholding tax that the
foreign entities are subject to. We also believe our market position makes us an attractive joint venture partner
for foreign investors in Indonesia, and we actively seek to engage in strategic alliances with foreign companies
so as to leverage their technical expertise and increase our opportunities to participate in joint tenders for long-
term time charter contracts to provide high DWT capacity vessels to Pertamina and other companies. We also
intend to capitalize on our position as one of the few domestic shipyards in an active international maritime
route to capture a market share of recurring maintenance and repair service contracts upon the completion of our
floating dry dock.
Maintain prudent financial management
We intend to maintain prudent financial management practices to allow for long-term sustainable growth
through organic expansion, such as by strategically acquiring well-constructed and maintained pre-owned
vessels to fill immediate demand in the market, and income diversification, such as by expanding into the
shipyard business. We conduct comprehensive financial planning and budgeting regularly to ensure proper
capital management and resource allocation and maintain conservative capital expenditure practices to ensure
that we have adequate resources and financing to support growth, especially with respect to the prudent
acquisition of vessels to expand our fleet.
Maintain relationships with major customers and expand customer base
We intend to continue to strengthen our long-standing relationships with Pertamina and our other
customers by seeking ways to increase our level and scope of services we currently provide to them. We
expanded our relationship with Pertamina beyond shipping services when we commenced construction of three
17,500 DWT oil tankers for Pertamina at our shipyard in 2013 and 2014, and also intend to seek opportunities to
provide ship repair and maintenance services for Pertamina’s own vessel fleet. We believe our market position
makes us an attractive joint venture partner, and we are actively seeking to engage in strategic alliances with
foreign companies so as to leverage their technical expertise and increase our opportunities to participate in joint
tenders for long-term time charter contracts to provide high DWT capacity vessels to Pertamina and our other
major Indonesian customers. Our sales teams actively manage our relationships with our major customers in
order to better understand their maritime logistics requirements and ensure high renewal rates on existing time
charters and win new contracts. We also seek to leverage our reputation for meeting the maritime safety and
operating standards of our major domestic and international oil and gas customers to attract new customers who
require high-quality Indonesian-flagged shipping services.
Enhance competitiveness through increasing operational efficiency and maintaining high safety standards
We seek to increase our operational efficiency by actively managing and lowering our cost of revenue and
operating expenses. Upon completion of our floating dry dock, we expect to provide in-house repair and
maintenance services for a portion of our fleet which will result in lower maintenance costs, less time in dry
dock and higher operating margins for our vessels. As the capital expenditures and other costs for maintaining a
vessel in good operating condition increase with the age of the vessel, and older vessels typically have lower
utilization rates due to their higher maintenance requirements, we closely monitor our vessel repair and
maintenance costs, which comprise the largest component of our vessel operational expenses, other than bunker
fuel. We typically replace vessels when they require dry docking and the cost of further repair and maintenance
of the vessel exceeds the price of acquiring a similar vessel on the pre-owned market. We also intend to focus on
maintaining our high safety standards through, among others, ensuring that our vessels are always certified safe
and seaworthy in accordance with all applicable rules and regulations, including certificate of class for hull and
machinery, international safety management, international ship and port facility security and maritime labor.
Our maintenance, including replacement of parts, is performed according to pre-established schedules,
regardless of whether the vessel or parts show any signs of defects. We plan to maintain our internal controls
with respect to management, quality control, environmental and safety. We believe that maintaining such best
practices will, increase the effectiveness of our employees, improve the efficiency of our business and increase
our ability to execute our business strategies and remain competitive and improve our overall business
performance.
Develop human capital and maintain high service reliability
As Indonesian law requires that Indonesian-flagged-vessels be operated by Indonesian crews, we believe
that it is critical to have a skilled work force composed of Indonesian seafarers. We intend to continue our
practices, together with our technical managers, to invest in and provide periodic training for the marine crew
that operates our vessels on international standards for safety and operation, so as to, among other things, allow
us to align the marine crew’s day-to-day actions with our strategic business objectives and increase the quality
of service we provide to our customers. We also expect to continue to train the marine crew, together with our
technical managers, to maintain strong vessel safety records, and maintain compliance with domestic and
international rules and regulations for the shipping industry. We expect to continue to place a strong emphasis
on technical management, particularly in the areas of health, safety, security and the environment, and crewing
and maintenance of vessels, all of which is designed to help our work force deliver high-quality service to our
customers.
History
Our company was established in Indonesia in 1981 with the establishment of our first operating company,
PT Armada Bumi Pratiwi Lines, to engage in marine transportation operating in domestic and international
waters. We began as an oil and gas subcontractor for Pertamina and, particularly with the implementation of
cabotage principles to the Indonesian shipping laws in 2005, have grown to provide end-to-end transportation
services to the oil and gas industry in Indonesia. In 2010, our group underwent a voluntary corporate
restructuring, establishing Soechi Lines. as a holding company with ten operating companies incorporated in
Indonesia, Singapore and Panama. In December 2014, the group completed an initial public offering and listed
its shares on the Indonesia Stock Exchange under the symbol “SOCI.”
Since commencing operations, we have continued to grow our fleet through the strategic acquisition of
vessels to meet the demands of the oil and gas and chemical shipping industry in Indonesia. In 2005, the
Government began implementing cabotage laws, which mandate the use of Indonesian-flagged vessels for
domestic sea freight transportation, particularly to support the national oil and gas downstream industry in the
seaborne distribution of diesel, gasoline and jet fuel products in Indonesia. The size of our fleet in terms of
number of vessels and overall DWT capacity has grown rapidly in the years following the implementation of
Indonesian cabotage laws as we capitalized on the demand for Indonesian-flagged vessels.
The following graph shows the growth in our fleet capacity by DWT (in thousands) since 2001:
In 2009, we commenced an expansion of our operations into shipyard and supporting services with the
construction of our shipyard in the Free Trade Zone in Karimun, Riau Islands, Indonesia, located about
80 kilometers from Singapore in the Malacca Strait, one of the world’s busiest international shipping lanes. The
shipyard allows us to offer shipbuilding, ship repair and oil and gas fabrication, including block fabrication,
outfitting and provision of parts for offshore oil platforms. Our company commenced shipbuilding activities in
2012 with orders to build oil tankers, and, upon the completion of our 50,000 DWT floating dry dock, which we
expect to commence operations in the fourth quarter of 2015, we intend to commence offering ship repair and
oil and gas fabrication.
Corporate Structure The following chart sets forth our current corporate structure:
Shipping Business
We provide marine transportation services to domestic and international companies, primarily operating
in the oil and gas and chemical industry in Indonesia. We are involved in the transportation of crude oil,
petroleum products and LPG, serving the entire chain of production and supply in the oil and gas and chemical
industry in Indonesia and imports of crude oil internationally. We utilize our diversified fleet of Indonesian-
flagged vessels to transport raw materials and finished products between production sites, refineries and storage
depots throughout the Indonesian archipelago, benefitting from the cabotage principle into Indonesian shipping
laws, which limit competition from international shipping companies. We believe the implementation of
Indonesian cabotage principle, the Government’s efforts to support the growth of domestic shipping companies,
has provided us a competitive advantage in winning time charter contracts, as it has led to domestic and
international oil and gas and chemical companies operating in Indonesia to convert from using internationally
flagged-vessels to Indonesian-flagged vessels.
Fleet Overview
As of March 31, 2015, we operated a fleet of 35 vessels, including two VLCCs, with total capacity of
1.3 million DWT. As of March 31, 2015, our fleet comprised of 18 oil tankers, 12 chemical tankers, 3 gas
tankers and 2 FSO tankers.
The following table provides an overview of our fleet as of March 31, 2015(1):
No.
Vessel Name
Year Built
Year acquired
Capacity (DWT)
Type
Category
Single or
Double Hull
Flag
Contract
type
Classification
Society
1. KM. Soechi Anindya 1971 1984 4,992 Oil Tanker General Purpose
Single Indonesia Spot BKI
2. KM. Angelia XVI 1995 1995 3,546 Oil Tanker General Purpose
Single Indonesia Time BKI
3. KM. Golden Pearl XIV 1995 1995 6,715 Oil Tanker General Purpose
Single Indonesia Time BKI
4. KM. Stephanie XVIII 1993 1995 1,585 Oil Tanker General Purpose
Single Indonesia Time BKI
5. KM. Silvia XII 1984 1999 3,302 Oil Tanker General Purpose
Single Indonesia Spot BKI
6. KM. Soechi Prestasi 1992 2001 1,544 Chemical Tanker General Purpose
Double Indonesia Time BKI
7. KM. Soechi Chemical I 1984 2002 1,176 Chemical Tanker General Purpose
Double Indonesia Spot BKI
8. KM. Soechi Chemical III 1985 2003 1,498 Chemical Tanker General Purpose
Double Indonesia Spot BKI
9. KM. Soechi Chemical V 1983 2003 1,813 Chemical Tanker General Purpose
Single Indonesia Spot BKI
10. KM. Soechi Chemical VII 1989 2004 4,410 Chemical Tanker General Purpose
Single Indonesia (in tender process)
BKI
11. KM. Soechi Pratiwi 1980 2004 5,280 Oil Tanker General Purpose
Single Indonesia Spot BKI
12. KM. Alisa XVII 1989 2006 29,490 Oil Tanker Medium Range
Single Indonesia Time BKI
13. KM. Soechi Chemical XIX 1984 2007 4,901 Chemical Tanker General
Purpose Single Indonesia Spot BKI
14. KM. Soechi Chemical IX(2) 1987 2008 4,410 Chemical Tanker General
Purpose Single Indonesia Spot BKI
15. KM. Soechi Chemical XXI 1986 2008 2,235 Chemical Tanker General Purpose
Single Indonesia Spot BKI
16. KM. Alice XXV 1993 2009 4,814 Oil Tanker General Purpose
Single Indonesia Time BKI
17. KM. Alina XXIII(2) 1992 2009 96,920 Oil Tanker Aframax Double Indonesia (in tender
process) BKI
18. KM. Andriana XX 1994 2010 2,297 Oil Tanker General Purpose
Single Indonesia Time BKI
19. KM. Gas Soechi XXVIII 1994 2010 3,930 Gas Tanker General Purpose
Double Indonesia (in tender process)
NKK
20. KM. Arenza XXVII 2000 2010 308,595 Oil Tanker VLCC Double Indonesia Time LR
21. KM. Almira XXII 1993 2010 2,254 Oil Tanker General Purpose
Single Indonesia Time BKI
22. KM. Soechi Asia XXIX 1994 2011 6,312 Chemical Tanker General Purpose
Double Indonesia Spot NKK
23. KM. Asumi XXVI 1990 2011 6,320 Oil Tanker General Purpose
Single Indonesia Time BKI
24. KM. Success Total XXXI 1992 2011 47,100 FSO Tanker Medium Range
Double Indonesia Time LR
25. KM. Success Energy XXXII 1995 2011 7,902 Chemical Tanker General Purpose
Single Indonesia Spot NKK
No.
Vessel Name
Year Built
Year acquired
Capacity (DWT)
Type
Category
Single or
Double Hull
Flag
Contract
type
Classification
Society
26. KM. Success Victory XXXIV
1999 2012 6,576 Chemical Tanker General Purpose
Double Indonesia Spot NKK
27. KM. Success Pioneer XXXV 1996 2012 96,183 FSO Tanker Aframax Double Indonesia Time DNV GL
28. KM. Success Marlina XXXIII
2000 2012 16,476 Chemical Tanker General Purpose
Double Panama Spot NKK
29. KM. Success Fortune XL 2002 2013 298,555 Oil Tanker VLCC Double Indonesia Time DNV GL
30. KM. Success Challenger
XXXVII 1997 2013 98,880 Oil Tanker Aframax Double Indonesia Time ABS
31. KM. Success Pegasus XXXVI
1998 2013 43,760 Oil Tanker Medium Range
Double Indonesia Time DNV GL
32. KM. SC Champion XLV 2000 2014 109,325 Oil Tanker Aframax Double Indonesia Time LR
33. KM. Fortune Villa XLIII 1998 2014 99,999 Oil Tanker Aframax Double Indonesia Time Rina
34. KM. Eternity XLVII 1996 2015 4,285 Gas Tanker General Purpose
Single Indonesia Time NKK
35. KM. Discovery XLVI 1996 2015 3,499 Gas Tanker General Purpose
Double Indonesia Time NKK
Note: (1) The table does not include vessels acquired after March 31, 2015, namely KM Fortune Pacific XLIX or KM Success Dalia XLVIII.
(2) As of the date of this Offering Memorandum, these vessels are not in operation and do not posses certification by classification societies.
We also own three other vessels, which consist of two barges and one tug boat, and are used as part of our
internal operations and are not chartered to customers. In addition, our affiliates, PT Adiraja Armada Maritime
and PT Global Karya Indonesia own two vessels that we charter-in on a regular basis for our shipping business,
all of which are General Purpose vessels chartered-in under time charters. We are also constructing two oil
tankers in our shipyard for our affiliates (under agreements that are pending execution) that we intend to charter-
in after delivery and acceptance of the completed vessels.
Time and Spot Charters
We charter out our vessels to third parties on two different types of contract arrangements: time charters
and spot charters.
Under time charter contracts, vessels are chartered to customers for fixed periods of time at a fixed charter
fee, which is calculated per day and generally denominated in U.S. dollars. The charter of a vessel under a time
charter includes the marine crew that operates the vessel, along with all maintenance services, supplies, spare parts,
crew meals and other operational services, all of which are factored into the charter fee. The chartering party
remains directly responsible for other voyage costs, which primarily comprise bunker fuel costs and port charges
and duties. Our time charters typically have an original lease term of between three months and ten years with one
or more extension periods exercisable at the option of the customer, depending on the particular demands of the
customer. In effect, under a time charter, a customer rents a fully operational vessel and crew for the time charter
term, during which time it can direct the route and cargo for the vessel, while the chartering party pays for the
bunker fuel costs and port charges incurred during the charter term. We invoice our time charter customers on a
monthly basis in arrears and payment is due within 30 days of receipt of our invoice. During time charter terms, we
are subject to various potential risks that may reduce our shipping revenues or increase our operating expenses,
such as termination of the contract if the vessel does not meet performance standards set out in the time charter
contract, such as DWT capacity and classification, or costs for providing a substitute vessel if our vessel is out of
service for dry docking or repair. Our time charter contacts are typically based on standard contracts provided by
our customers and require us to comply with certain performance standards, including environmental protection
and vessel safety standards.
Time charter contracts may be terminated by either party upon the occurrence of certain pre-agreed events
such as non-performance of the contract, prolonged maintenance required on the vessel (which would lead to
non-performance), hostilities (including the outbreak of war) or sale of the vessel. Our time charter contracts
require that we maintain certain insurance coverage with respect to our vessels, operate in accordance with
specified environment, health and safety policies, and indemnify the chartering party against damages caused by
environmental pollution or leakage from our vessels. Spot charters are arrangements where we charter our
vessel to a customer for a single voyage and are priced on a current or “spot” market rate. The customer pays a
flat spot fee for the charter, which includes the use of the vessel during the term of the spot charter. We calculate
the spot fee based on our estimated operational expenses, including bunker fuel costs, capital expenditures and
taxes. During the term of the spot charter, we bear the vessel operating expenses, which primarily comprise
bunker fuel costs and port charges and duties, in addition to our vessel maintenance costs. We factor such costs
and expenses into our spot fees.
We focus on chartering our vessels through a mix of time charter contracts and spot charters in order to
serve different sectors of the oil and gas and chemical production and supply chain. By engaging in time charter
contracts, which provide for a fixed charter fee throughout the term, we are better able to maximize our vessels’
utilization rates, manage our expenses and control the flow of our revenues, thereby protecting us against short-
term volatility in the market. We are also not exposed to fluctuation in bunker fuel costs, which are borne by the
customer in our time charters. However, we seek to maintain a balance between these contract arrangements and
opportunities in the spot market. In our experience, chartering parties engaged in chemical manufacturing and
the processing of finished products tend to favor spot charters while those engaged in upstream oil and gas tend
to favor time charters, because chemical manufacturers typically have smaller shipping volumes and are better
able to control the production quantity and transportation schedule from the processing location to the
purchaser. Additionally, we may charter our vessels in spot charters in between time charter terms to maximize
utilization of our vessels.
We obtain charter contracts from our customers through either a competitive tender/bidding process or a
direct offering and negotiation. If a customer determines a time charter is more suitable for its demands, the
customer will typically tender the time charter contract in a competitive bidding process, awarding the contract
to the service provider based on service quality, price, suitability of available vessels, as well as the technical
expertise and reputation of the provider. After being awarded the time charter contract, our vessel must undergo
inspection by the customer to ensure it is suitable for its needs. Spot charters are not tendered and are negotiated
based on the circumstances at the time the demand for a spot charter is determined. Demand for time and spot
charters varies based on oil and gas production and demand in Indonesia and abroad. When Pertamina tenders a
time charter contract, Pertamina will post on its website a tender announcement, setting out the criteria for the
charter, including type of ship, specifications, tender period and timeline for bidding process, and the bidding
process will be open to the public. There is typically a pre-bidding process, whereby qualified bidders meet with
Pertamina to further discuss the terms and conditions of the tender, after which the qualified bidders negotiate
terms and conditions with Pertamina. The daily charter rate for charter contracts is negotiated with Pertamina
but is ultimately determined based on Pertamina’s budget. Historically, our charter contracts with Pertamina
have been denominated in U.S. dollars, although under more recent contracts we receive payment from
Pertamina in the Rupiah-equivalent of the U.S. dollar rates. We believe that customers choose our services over
those of our competitors due to a combination of our long-standing reputation for safety and reliability, our
technical skill and the DWT capacity and diversity of our fleet. In addition, our service and flexibility has
enabled us to maintain long-term relationships with our customers, while at the same time building on our
reputation to win new shipping contracts. We have recently obtained long-term charter contracts with
international oil and gas companies, ConocoPhillips and Camar Resources.
We have experienced a stable rate of option extensions and renewals of our time charter contracts, as, in
our experience, our customers prefer to continue use of incumbent vessels rather than locate and contract a time
charter with a new vessel provided the provider meets the operating standards. The customer’s decision to renew
an existing time charter vessel is also based on the continuing suitability of our vessel for its particular needs.
We believe our long-standing relationship with our key customers has resulted in our fleet capabilities matching
the needs of our customers. In addition to continuing to service our existing customers, in the future, we believe
increased production in oil and gas blocks in Indonesia and the demand for oil and gas and chemical products in
Indonesia will drive continuing demand for both time and spot charter contracts.
We also regularly charter-in vessels from our affiliates to charter to our customers. In the year ended
December 31, 2014, 60.8% of our revenues from our shipping business were derived from time charter
contracts, and 39.2% of our revenues were derived from spot charter contracts.
Current Time Charter Bookings
The table below sets forth certain data in respect of our time charter contracts, as of April 30, 2015,
assuming all optional extension periods are exercised.
Expiring in the Years Ended December 31,
2015
2016
2017
2018 and after
Number of Vessels(1) ................................................................... 5 10 1 5 DWT Capacity(2) ......................................................................... 45,694 635,313 47,100 448,979 Contract Value (US$ in millions)(3) ............................................. 51.0 50.4 32.8 101.9
Notes: (1) Number of vessels refers to the number of vessels that were engaged in time charters as of April 30, 2015 that are scheduled to be released from
time charter contracts in the specified year(s). (2) DWT capacity refers to the aggregate DWT capacity of all of the vessels that are scheduled to be released from time charter contracts in the
specified year(s). (3) Contract revenue refers to the aggregate revenue of time charter contracts expiring in the specified year(s).
As of April 30, 2015, the weighted average remaining life of our time charter contracts was 5.6 years
weighted by contract value, including any optional extension terms.
Utilization Rates
The utilization rates for our fleet for the years ended December 31, 2012, 2013 and 2014 and the three
months ended March 31, 2015 were 95.9%, 98.1%%, 88.1% and 89.2%, respectively. Utilization rate for a
vessel is calculated by dividing the total number of days in a given period for which the vessel earns a daily
charter rate divided by the total number of days such a vessel is available. A vessel is considered available for
the days the vessel was in our fleet in a period. We do not consider a vessel to be in our fleet if it has either been
recently acquired and has not been fully incorporated into our commercial strategy or if the vessel has been
designated for sale. The fleet-wide utilization rate indicates the average rate for all of the vessels in our fleet
during a given period weighted by DWT capacity.
Customers
We have strong long-term relationships with many of our customers, which include the major
international oil and gas and chemical companies, engaged every aspect of the oil and gas production and supply
chain, including exploration and production companies operating in Indonesia, petrochemical manufacturers,
and importers of crude oil. Our customers include Pertamina, PLN, ConocoPhillips Camar Resources Canada
Inc., PLN, Wilmar Trading Pte. Ltd., PT Mitsubishi Chemical Indonesia, Indian Oil Corporation, Reliance
Industries Ltd., PT Mitsui Indonesia and PetroChina Jabung Ltd.. Many of our customers comprise companies
engaged in chemical manufacturing who tend to use single-voyage spot charter contracts since they can be
adjusted to the production quantity and transport schedule of the customers, as opposed to long-term fixed-time
charters typically used for the transport of crude oil and other raw materials. Chemical manufactures also tend to
have small capacity requirements then crude oil shipments. The following table shows our major customers by
percentage of net revenues for each of the last three years. None of these customers are related to our directors,
commissioners, executive officers or substantial shareholders.
Name of Customer
2012
2013
2014
PT Pertamina (Persero) .............................................................................................................. 68.2% 46.3% 52.4% ConocoPhillips (Grissik) Ltd. .................................................................................................... 3.4% 7.8% 6.0% Camar Resources Canada Inc..................................................................................................... 2.6% 4.6% 3.5% Perusahaan Listrik Negara ......................................................................................................... 7.2% 5.4% 3.3%
Historically, the largest and most important customer for our shipping business has been Pertamina, the
Indonesian state-owned oil company which operates extensive upstream and downstream oil and gas activities
throughout Indonesia. Pertamina is Indonesia’s largest state-owned enterprise in terms of revenue and income
and a major oil and gas producer in Indonesia, operating nine refineries in Indonesia. We enjoy a long-standing
business relationship with Pertamina, having provided marine shipping services to Pertamina for 35 years since
commencing our operations and believe we have developed an institutional relationship over the course of our
operating history. We are the largest provider of oil and gas and chemical shipping services to Pertamina and
one of the longest-serving shipping providers used by Pertamina Currently, a majority of our long-term charter
contracts are with Pertamina, and Pertamina hires a variety of types of vessels from our diversified fleet.
Pertamina accounted for approximately 52.4% of our revenues in the year ended December 31, 2014. As of
April 30, 2015, 45.4% of our fleet by DWT was engaged in time charter contracts with Pertamina. We believe
our long-standing business relationship with Pertamina in our shipping business has also contributed to
qualification to bid for shipbuilding contracts with Pertamina.
Our Fleet
Oil Tankers
As of March 31, 2015, we operated 18 oil tankers, two of which were the only Indonesian-flagged VLCCs
operating in the market, with total capacity of 1.1 million DWT. Our oil tanker fleet is comprised of crude
tankers and product tankers. The primary function of our oil tankers is to transport unprocessed crude oil from
processing facilities to refineries and to transport processed oil from refineries to the market. As of March 31,
2015, our oil tanker fleet had an average vessel age of approximately 22.6 years.
We currently operate 14 of our oil tankers under time charter contracts and charter out four of our oil
tankers on a spot basis. Of our oil tankers, 14 are on long-term and short-term time charters with Pertamina (for
domestic crude oil transportation) with maturities between the second quarter of 2015 and the first quarter of
2020.
Chemical Tankers
As of March 31, 2015, we operated 12 chemical tankers, with total capacity of 59,253 DWT. As of
March 31, 2015, our chemical tanker fleet’s average vessel age was approximately 25.2 years.
Chemical tankers transport liquid chemicals from processing facilities to markets, including sulphur,
phosphor, crude palm oil and others. Chemical tankers may be constructed with separate tanks within one
vessel, allowing a chemical tanker to transport a number of different types and/or grades of chemical products at
any one time.
We operate substantially all of our chemical tankers under spot contracts, as the customers for our
chemical tankers typically tend to ship smaller quantities than our oil tanker customers.
Gas Tankers
As of March 31, 2015, we operated three gas tankers, which are LPG gas tankers, with total capacity of
11,714 DWT. As of March 31, 2015, our gas tankers had an average age of 19.7 years. Our gas tankers are used
to transport LPG and chemical gas.
Our gas tankers primarily operated under time charter contracts.
FSO Tankers
An FSO tanker is a floating storage and offloading tanker. Our FSO tankers are oil tankers which we have
converted to meet the requirements of customers’ production terminal. As of March 31, 2015, we had two FSO
tankers in our fleet. These tankers have a total capacity of 143,283 DWT. As of March 31, 2015, our FSO
tankers had an average age of 21.0 years. We typically operate the FSO tankers under time charter contracts.
Our FSO tankers currently operate under time charter contracts.
Vessels Chartered-in
We charter-in vessels under time and spot arrangements (i) to evaluate a vessel on a temporary basis in
order to consider a potential acquisition, (ii) when a customer requires a vessel that we do not have in our fleet
and/or (iii) to provide substitute vessels while our vessels undergo dry docking. With respect to such charter
arrangements, we generally favor spot charters for substitutes and time charters to test vessels and to meet the
demands of our customers. We also regularly charter-in two General Purpose vessels from our affiliates under
time charters to be used in our shipping business. As of March 31, 2015, we had chartered-in two vessels from
our affiliates under time charters and no vessels chartered-in from third parties.
Vessel Acquisitions
We regularly assess the market for vessels in order to be able to take advantage of acquisition
opportunities based on our customers’ demands. Our primary method of vessel acquisitions has been pre-owned
vessels, and we expect to continue to focus on acquisition of pre-owned vessels in the future. We focus on
growing the overall capacity of our fleet, while diversifying our types of vessels so that we are able to serve our
customers’ requirements across various segments of the oil and gas and chemical production and supply chain.
We are currently in negotiations with third party sellers to acquire one or more additional pre-owned vessels in
the near future.
The table below sets forth a summary of our vessel acquisitions and disposals in the period indicated:
Years Ended December 31,
Three Months
ended
March 31,(1)
2012
2013
2014
2015
Acquired
Number of vessels ............................................................................................... 3 3 2 2 Capacity (DWT) ................................................................................................. 119,235 441,195 209,324 7,784
Disposed
Number of vessels ............................................................................................... 3 0 2 0 Capacity (DWT) ................................................................................................. 10,435 — 127,088 —
Note: (1) We added two vessels to our fleet after March 31, 2015, namely, KM Fortune Pacific XLIX and KM Success Dalia XLVIII.
Due to the cyclicality of the markets in which we operate, we are cautious when analyzing the market as
well as the value, condition and earnings potential of vessels we consider for acquisition. We also monitor the
availability of vessels in the market in which we operate by maintaining contact with ship dealers to ensure that
we have an extensive knowledge base, and we liaise with Pertamina and other customers about their demand so
that we can react promptly to changing market conditions and opportunities as they arise. We believe we enjoy a
competitive advantage due to our access to the market of pre-owned vessels, our understanding of our
customers’ needs and the technical expertise of the marine crew that operates our vessels, which allows us to
operate older vessels, thus reducing our vessel acquisition cost.
Vessel Financing
We frequently bridge the cost of acquisition of vessels with cash on hand or with shareholder loans and
refinance with debt capital post-acquisition. Most of our ship-financing loans are U.S. dollar-denominated loans.
Loans for our pre-owned acquisitions are specifically tailored for each pre-owned vessel we acquire.
Historically, these purchase loans have been secured by way of, among other things, a mortgage over the
relevant vessel, in addition to a charge over the earnings, accounts and insurances in relation to the relevant
vessel, in favor of the lenders. In certain cases, our purchase loans have been cross-collateralized where lenders
have provided us financing for the purchase of other vessels.
We have used in the past, and may continue to use in the future, shareholder loans from PT Soechi Group,
our group’s parent company, to provide short-term financing for the acquisition of vessels to expand our fleet.
We have may difficulty obtaining funding to acquire vessels if our shareholders do not provide us with
financing in the future.
Vessel Disposal
We dispose of vessels from our fleet in response to market conditions and the utility in our operations of
the vessels in question. We typically dispose of a vessel if, during dry docking, we determine that the cost of
maintenance is likely to exceed the future chartering capability of such vessel. We generally sell oil and
chemical tankers once they have reached their useful life of 30 years. We may sell younger vessels that still
have a number of years in their useful life if we receive an offer that is financially attractive for us and if our
capacities and strategic plans make it possible for us to part with that vessel. In 2012, 2013 and 2014, we sold
three, zero and two vessels, respectively.
Vessel Management
We undertake the commercial and operational management of our charters and fleet, including
commercial strategy, commercial and financial management, vessel acquisition and disposal, chartering and the
development of new business opportunities. We have entered into contracts with our affiliates, PT Equator
Maritime and PT Vektor Maritim, to provide technical management services for our fleet. Our technical
managers provide technical management services in respect of our vessels, which in practice include managing
compliance with regulatory and classification standards in respect of our vessels. Our technical managers also
manage the Health, Safety and Environment reporting for our fleet and liaise directly with the classification
societies and with the Government regulators on our behalf regarding the compliance of our vessels with
international safety standards and applicable regulations.
In addition, our technical managers control the selection and employment of marine crew that operate our
vessels. Selected seafarers enter into employment contracts with our technical managers. In return for their
services, we pay management fees, which were equal to US$0.03 million, US$0.7 million, US$0.5 million and
US$0.0 million in the years ended December 31, 2012, 2013 and 2014 and the three months ended March 31,
2015, respectively. In addition, our technical managers cover marine crew expenses, classification and other
expenses, which we reimburse.
Our technical managers recruit new marine crew through local maritime training institutions in Indonesia,
including Politeknik Ilmu Pelayaran Makassar, Sekolah Tinggi Ilmu Pelayaran Jakarta and Akademi Maritime
Indonesia. Through their cadet training program, our technical managers employ students from maritime
academies for short term contracts, providing training and experience, with a view to hire them on a full-
contract basis following completion of their maritime training.
We believe the streamlining of crewing arrangements through our technical managers ensures that all of
our vessels will be staffed with experienced marine crew that have the qualifications and licenses required by
applicable regulations and shipping conventions. Our technical management consultants have not experienced
any material work stoppages due to labor disagreements. Although our technical managers have historically
experienced a high retention rate for the marine crew, the demand for technically skilled officers and crew to
serve on vessels has been increasing. In recent years, the increased demand for well-qualified crew has created
upward pressure on crewing costs, which we generally bear under our time charters, although this pressure is
balanced by the large pool of marine crew operating our vessels which are managed by our technical managers.
In the past we have engaged foreign third party consultants to provide technical management services for
our vessels. Currently, all of our technical management services for our vessels are performed by our affiliates,
PT Vektor Maritim and PT Equator Maritime.
Shipyard
In 2012, we commenced operations of our shipyard located in the Free Trade Zone in Karimun, Riau
Islands, Indonesia, located approximately 80 kilometers southwest of Singapore. The first phase of our shipyard
has a total land area we estimate is approximately 50 hectares, with an additional area of approximately 168
hectares available for expansion. We hold the land comprising our current shipyard and the land available for
expansion under various land interests. Our shipyard is located in the Malacca Strait, one of the busiest
international shipping routes in Southeast Asia and in the world. We believe the location of the shipyard in the
Free Trade Zone provides our shipyard with advantages on the import of materials and spare parts, including
tax-free status and expedited customs clearance, allowing us to provide competitive prices for shipbuilding and
ship repair services. Our shipyard, with a coastal depth of 12.0 meters and 1.3 kilometers of coast line, is easily
accessible to, and able to provide shipbuilding and docking services for, vessels of various capacities. Our
shipyard operations are conducted through our operating subsidiary, PT Multi Ocean Shipyard.
The chart below shows the location of our shipyard in Karimun, Indonesia in relation to Singapore and
Batam, Indonesia:
Our shipyard is equipped for, and has commenced, shipbuilding activities as of 2012. Following the
completion of our 50,000 DWT floating dry dock, which we expect to commence operations in the fourth
quarter of 2015, our shipyard will be capable of receiving orders for maintenance and repair and oil and gas
fabrication.
Our revenues from our shipyard business were US$436,876, US$3,906,506, US$17,157,381 and
US$6,317,425, respectively, for the years ended December 31, 2012, 2013 and 2014 and the three months ended
March 31, 2015, all of which is attributable to shipbuilding activities. Our revenues from our shipyard business
increased 796.2% from 2012 to 2013, 414.3% from 2013 to 2014 and 172.1% from the three months ended
March 31, 2014 to the three months ended March 31, 2015. We recognize revenue from our shipbuilding
activities based on a percentage of completion of the project.
The table below sets forth our net revenues from our shipyard business as a percentage of our net revenues
for the years ended December 31, 2012, 2013 and 2014 and the three months ended March 31, 2014 and 2015:
For Years ended December 31,
For Three Months ended
March 31,
2012
2013
2014
2014
2015
(US$) Shipyard
Third party .......................................................................... 435,876 3,906,506 17,157,381 2,321,333 4,352,245 Related................................................................................ — — 2,931,980 — 1,965,180
Total ....................................................................................... 436,876 3,906,506 20,089,361 2,321,333 6,317,425
Shipbuilding
We commenced providing shipbuilding services in 2012 and offer complete design and construction
services for vessels of various specifications and functions, including oil tankers, floating storage offloading
vessels and other marine vessels. Our shipyard has a total of seven assembly areas with the ability to construct
vessels of up to 20,000 DWT each in capacity.
As of March 31, 2015, we had five vessels under construction, including three oil tankers being
constructed for Pertamina each of 17,500 DWT, and two oil tankers of 4,000 DWT and 3,500 DWT capacity,
respectively, which we are constructing for our affiliates. After delivery and acceptance of the oil tankers by our
affiliates, we intend to charter-in the vessels for use in our shipping business. We are constructing vessels for
our affiliates and plan to charter them so that we do not incur substantial capital expenditures for the
construction of new vessels.
Our vessels under construction are at various stages of completion, and we intend to deliver our first
completed vessel, a 17,500 DWT oil tanker, to Pertamina in the fourth quarter of 2015. We recognize revenue
from our shipbuilding activities based on a percentage of completion of the project.
The table below sets forth the vessels under construction and the percentage completion as of March 31,
2015:
Customer
Vessel
Approximate Contract
Price
Approximate
Percentage Completion
as of March 31, 2015
Scheduled Delivery
Date
Pertamina ..................................................... 17,500 DWT crude oil
tanker US$20-25 million 66.4% Fourth quarter 2015
Pertamina ..................................................... 17,500 DWT jet fuel
tanker US$20-25 million 26.3% Second quarter 2016
Pertamina ..................................................... 17,500 DWT product
oil tanker US$20-25 million 14.3% Second quarter 2016
PT Sejahtera Bahari Abadi (our
affiliate) ................................................... 4,000 DWT SPOB US$10 million 29.6% Fourth quarter 2015 PT Lautan Pasifik Sejahtera (our
affiliate) ................................................... 3,500 DWT oil tanker US$12 million 16.2% Second quarter 2016
We employ a shipbuilding crew that comprises approximately 12 permanent employees and 1,546 sub-
contracted employees as of March 31, 2015 and has the capability of building new vessels of up to 20,000 DWT
of capacity. Our permanent employees are responsible for management, supervision and health and safety
procedures at the shipyard. Our sub-contracted employees are hired from one company and we typically pay
such sub-contracting company on a lump-sum basis. The work on vessels at our shipyard is typically performed
by subcontracting companies that are based in our shipyard on a long-term basis and are supervised by our
permanent employees. We also engage experienced shipbuilding consultants to provide technical expertise on
all phases of the shipbuilding process.
We outsource the ship design to an external engineering company specializing in the shipbuilding
industry, and we agree on design specifications with our customer before commencing the build. Before
delivery, our vessels are classified by an agreed upon classification society, such as DNV GL or NKK.
In 2005, the Government implemented shipping regulations requiring Indonesian-flagged vessels that are
funded by state budget to be built by a domestic shipyard, where practicable. To date, our only third party
customer for shipbuilding services has been Pertamina. Our shipbuilding contracts from Pertamina have been
awarded to us through a tender process, whereby we participate in a competitive bidding process. Between
June 2013 and May 2014, we executed three shipbuilding contracts with Pertamina for the construction of three
17,500 DWT oil tankers, for the transportation of various types of oil and gas cargo. The aggregate amount of
the three shipbuilding contracts with Pertamina is approximately US$69.0 million. We believe the Government
regulation will prompt increasing demand for shipbuilding services in Indonesia, particularly by oil and gas
contractors, which previously executed shipping contracts from overseas shipyards.
Our shipbuilding contracts with Pertamina contemplate delivery of the completed vessel within 24 months
of contracting, which is typically the amount of time required to construct an oil tanker of the size and
specification required by Pertamina. The agreements require Pertamina to make progress payment to us in five
installments, each equal to 20% of the contract price, at different phases of the construction process, the first of
which is paid on contracting and the last of which is paid upon final delivery of the vessel. These progress
payments are refundable to Pertamina in the event there is a total loss or the shipbuilding contract is rescinded
due to our breach. We have obtained a refund guarantee from Bank Mandiri in favor of Pertamina to secure our
contingent liability to provide a refund. We may be liable for liquidated damages due to delayed delivery of the
vessel or for any material failure to meet the specifications of the shipbuilding contract. We are required to
provide a manufacturer’s warranty against physical damage of the vessel due to defect or poor workmanship for
a period of 12 months from the delivery and acceptance of the vessel by our customer, and the warranty must be
secured by a bond in the amount of 3.0% of the contract price.
Ship Repair and Maintenance
Our ship repair and maintenance services, once operational, will include ordinary sea-damage dock
repairs, overhaul of old ships, ordinary maintenance and dry docking services and repair and maintenance of
onboard equipment, each for all types of vessels, including oil and gas tankers, containers, bulk carriers and
offshore supply vessels. Our shipyard will be equipped with advanced equipment for dock repairing as well as
testing and measuring facilities, including steel cutting and fabrication workshops enabling us to conduct a wide
range of repair and maintenance work. We intend to commence operation of our ship repair and maintenance
services after the completion of our floating dry dock, which will have a capacity of 50,000 DWT and is
estimated to commence operations in the fourth quarter of 2015.
Our shipyard, when operational, will have a capacity of repairing up to 40 ships per year, each vessel with
a maximum capacity of 50,000 DWT. We expect to be capable of servicing five vessels at various stages of
maintenance and repair at any one time. Our dry dock is capable of accommodating one vessel of up to 50,000
DWT capacity. International classification societies require that vessels conduct an internal inspection every
five years and an intermediate inspection approximately every 2.5 years. We believe our shipyard facility will
provide a domestic alternative for large vessels operating in Indonesia, rather than docking in overseas shipyards
such as PRC and Singapore, which typically involve expenses for time and fuel. We also believe the location of
our shipyard, in the active Malacca Strait in close proximity to Singapore, will provide a convenient location for
vessels operating in Southeast Asia. With our strong ship repair and maintenance capability, we are able to
provide a cost-effective solution for quality and timely ship repairing service. We expect to expand our existing
shipyard crew to provide ship repair and maintenance services by increasing our permanent and temporary
employees.
We also intend to leverage our repair and maintenance capabilities to dry dock the vessels used in our
shipping business, thereby reducing our docking expenses. Currently, each of our vessels are docked and
undergo inspections approximately every 2.5 years. Our amortized docking expenses were US$3.5 million,
US$3.8 million, US$4.6 million and US$1.2 million, respectively in the years ended December 31, 2012, 2013
and 2014 and in the three months ended March 31, 2015. Our in-house repair and maintenance function will
allow us to reduce docking expenses otherwise paid to third parties.
Oil and Gas Fabrication
Our oil and gas fabrication services will comprise a spectrum of fabrication services for the upstream oil
and gas industry, including fabrication, assembly, erection, inspection, testing, load out and planning services
for the completion fabrication works. Our shipyard will be equipped with five workshops for fabrication, piping
and outfitting. Our shipyard will also feature modern facilities that will support our oil and gas fabrication
services, including workshop machinery, piping and outfitting workshop, paint and blasting shop and block
assembly yard. We plan to commence oil and gas fabrication services in the second half of 2015 following
completion of our floating dry dock.
Competition
In domestic trade involving shipping within Indonesia, unlike the international arena, there are a limited
number of competitors in the field. As a result of the implementation of the cabotage principle into Indonesian
shipping laws, which were part of the Government’s efforts to support domestic shipping companies, and the
limitation on foreign investment in Indonesian shipping companies, competition from foreign shipping
companies is minimal, and we benefit from our position as one of the few domestically-owned shipping
providers in Indonesia capable of servicing the oil and gas industry with a fleet nearly entirely comprised of
Indonesian-flagged vessels.
For charter of Indonesian-flagged vessels in Indonesian waters, we face competition from other
Indonesian shipping companies, although we believe there are no significant competitors that match the size and
diversification of our fleet. We face diversified competition from multinational shipping companies for our
international shipping activities. Competition for shipping services is based on factors including availability and
suitability of vessels to meet customers’ demands, expertise in vessel operation, quality and experience of
marine crews, performance and safety record, reputation and price. We believe our fleet is more extensive and
diverse than our competitors’, which has allowed us to serve our customers’ needs and maintain a stable
utilization rate of our vessels and a high rate of renewal of our time charters. In addition, we believe our
experience providing shipping services for over 35 years gives us the requisite expertise to provide quality
service to our customers. Our directors believe our existing time charters will continue their track record of
renewal, as our vessels have proven well-suited for the needs of the charterers, and we have established a track
record of meeting our customers’ operating standards. In the import market, we believe we benefit from a
competitive advantage due to the high withholding tax of 20% to which foreign entities are subject, while we, as
an Indonesian entity, are subject to a 1.2% withholding tax. Our main competitors in our shipyard business are
international shipyards in Singapore, China and South Korea, which have longer operating histories and greater
capacity to provide shipping and repair services. Because of the location of our shipyard in the Free Trade Zone
and being the largest shipyard Indonesia, in terms of area, and within the active Malacca Strait shipping channel
we believe we will be able to provide a nearby and cost-effective alternative to dry docking in other shipyards in
Asia.
Suppliers
Our main suppliers are industry distributors of bunker fuel. Prices for bunker fuel are generally driven by
the world market. We also have multiple suppliers for raw materials and original parts for our shipbuilding
services. No supplier provides us with more than ten percent of our total purchases for products or services and
our business and profitability are not materially dependent on any contract with any of our suppliers. We also
use various suppliers to provide docking, equipment and insurance services. We also purchase lube oil from one
of our affiliates, PT Rezeki Putra Energi, from time to time.
Safety, Quality and Maintenance
Safety, the preservation of life and the protection of the environment are our core values. In keeping with
these values, our fleet has maintained a strong safety record. Every commercial seagoing vessel must be
“classed” by a classification society. Our fleet is currently classed by LR, ABS, DNV GL, NKK and BKI or
others. The IMO adopted an International Safety Management Code (the “ISM Code”) in 1993, which became
mandatory in 1998. The code establishes safety management objectives and requires a Safety Management
System (“SMS”) to be established by the shipowners or any persons, such as the managers or bareboat
charterers, who have assumed responsibility for operating a ship.
A classification society certifies that a vessel is “in class,” signifying that the vessel has been built and
maintained in accordance with the rules of the classification society and complies with applicable rules and
regulations of the vessel’s country of registry and the international conventions of which that country is a
member. In addition, where surveys are required by international conventions and corresponding laws and
ordinances of a flag state, the classification society will undertake them on application or by official order,
acting on behalf of the authorities concerned. A vessel must undergo scheduled annual surveys, intermediate
surveys, dry docking and special surveys.
A classification society may also undertake on request other surveys and checks that are required by
regulations and requirements of the flag state. These surveys are subject to agreements made in each individual
case and/or to the regulations of the country concerned.
For maintenance of the class, regular and extraordinary surveys of hull, machinery, including the electrical
plant, and any special equipment classed are required to be performed as follows:
Annual Surveys: For seagoing vessels, annual surveys are conducted for the hull and the machinery,
including the electrical plant, safety and communication equipment and, where applicable, for special equipment
classed. These surveys occur at intervals of 12 months, plus or minus three months, from the date of
commencement of the class period indicated on the certificate.
Intermediate Surveys: Extended annual surveys are referred to as intermediate surveys and are typically
conducted in conjunction with the second or third annual survey after each special survey.
Dry docking Surveys: We dry-dock our vessels twice within the five-year survey cycle, with a
maximum of 36 months between inspections, for survey of the underwater parts and for repairs related to
inspections. An in-water survey may be permitted in lieu of a dry docking for the intermediate survey for vessels
below 15 years old, although the vessel must carry out a dry docking in conjunction with a special survey.
Special Surveys: Special surveys, also known as class renewal surveys, are carried out for the vessel’s
hull, machinery, including the electrical plant, safety and communication equipment and for any special
equipment classed, at five-year intervals from the vessel’s certification. At the special survey, the vessel is
thoroughly examined, including ultrasonic measurements to determine the thickness of the steel structures.
Should the thickness be found to be less than the class requirements, the classification society would prescribe
steel renewals (replacement of steel). The classification society may grant a one-year grace period for
completion of the special survey. Substantial amounts of funds may have to be spent for steel renewals to pass a
special survey if the vessel experiences excessive wear and tear. At an owner’s application, the surveys required
for class renewal may be split according to an agreed schedule to extend over the entire period of class. This
process is referred to as continuous class renewal.
If defects are found by the classification surveyor during any survey, an immediate repair may be
required. However, if the class surveyor considers it safe for the vessel to continue service without an immediate
repair, the surveyor will issue a condition of class which will require the defect to be rectified within prescribed
time limits. Any conditions of class must be repaired at the time of the special survey or earlier if prescribed by
the classification society.
As of March 31, 2015, six of the vessels in our fleet were scheduled for special survey and nine were
scheduled for dry docking for the remainder of 2015. In 2015, 15 of our vessels are scheduled to pass dry
dockings and special surveys.
All areas subject to survey as defined by the classification society are required to be surveyed at least once
per class period, unless shorter intervals between surveys are prescribed elsewhere. The period between two
subsequent surveys of each area must not exceed five years.
Insurance underwriters generally make it a condition for insurance coverage that a vessel be certified as
“in class” by a classification society that is a member of the International Association of Classification Societies.
We use third party contractors to provide regular dry dock maintenance and seek to keep our vessels in
excellent working condition in order to satisfy the international operating standards required by the international
oil companies and other significant customers, as well as to prolong the useful life of our vessels. Our vessels
are dry docked in shipyards that are convenient to the area in which a vessel operates. The majority of the
shipyards used are located in Singapore or China, with other established shipyards in Batam, Indonesia. Other
repair and maintenance services are planned and carried out in convenient ports with established repairers and/or
an appointed agent for equipment makers. Established shipyards we use are Cosco Guangzhou Shipyard, Cosco
Shanghai Shipyard and Yiu Lian Dockyard in the PRC and ASL (Batam) Shipyard in Indonesia.
After commencing our ship repair and maintenance operations, we intend to dry dock and undertake
regular repair maintenance in respect of our vessels, where possible, at our shipyard. Marine crew members are
responsible for carrying out routine maintenance onboard the vessels and, where necessary, additional crew
members are added to perform specific maintenance and upgrading tasks during voyages. We believe that our
schedule of dry docking and our continuous efforts to repair and maintain our vessels help us maintain the
efficiency and safety of our fleet operation.
In the past five years, none of our vessels has been involved in any material accident or incident, and no
members of the marine crew that operates our vessels has suffered any life-threatening work-related injuries or
death.
We install vessel tracking equipment in each of our vessels, which allows us to track the location of our
vessels at all times, anywhere in the world. We maintain a staff of eight employees designated to monitoring the
location and status of our vessels on a 24 hour a day, 7 days per week basis. We maintain safety, security and
response protocols in the event of a disaster, such as serious damage to one of our vessels, whereby relevant
members of senior management will be alerted of the incident on an immediate basis. We have had no material
safety-related incidents in the last five years.
Environment and Pollution
All of our vessels are operated in compliance with relevant national and international pollution prevention
protocols. We comply with all mandatory environmental measures and requirements for each vessel carrying
liquid cargo, such as crude oil and certain chemical products, as prescribed by the various regulatory authorities
that regulate the shipping industry. All of our vessels have a pollution prevention manual on board.
Material Licenses
The material licenses we have obtained in connection with our business operations include, among others,
a sea transport company business license, Vessel Certificates, a transportation business license, an industrial
business license and a ship building and ship repairing business license.
In addition, based on the Shipping Law, each of our vessels is also required to have various vessel
certificates, inclding the certificate of vessel safety and certificate of load line (“Vessel Certificates”). The terms
of each of these Vessel Certificates vary from 3 months to 5 years, and each type of vessel may require different
Vessel Certificates. The Vessel Certificates are required for a vessel to obtain port clearance from the relevant
port authority in Indonesia each time a vessel leaves a port. As a practical matter, in the shipping business, some
vessels may have one or more expired Vessel Certificates from time to time, including for instance, when Vessel
Certificates expire while at sea and may only be extended the next time the vessel docks. In addition, Vessel
Certificates may expire while our vessels are docked, and we may only apply for their extension immediately
prior to sailing.
With regard to the transportation business license, based on GR 36/2004, a company is only required to
obtain a transportation business license in the event that it transports oil and/or gas on a spot charter
arrangement or in the event that it transports oil and/or gas for a company without a processing business license
(izin usaha pengolahan) or storage business license (izin usaha penyimpanan) or commercial business license
(izin usaha niaga). We transport oil from Pertamina under time charters with the latter operating our vessel, and
we understand from the DGOG that Pertamina is currently in possesion of a commercial business license. Thus,
based on GR 36/2004, we are not required to obtain a transportation business license for our vessels or time
charter with Pertamina.
Vessel Flag State
The flag state of a vessel, as defined by the United Nations Convention on the Law of the Sea, has overall
responsibility for the implementation and enforcement of international maritime regulations for all ships granted
the right to fly its flag. Our vessels are flagged in Indonesia and Panama.
Each flag state applies its own regulatory requirements based on the guidelines developed by International
Maritime Organization and specific classification requirements for vessels. These include minimum safety
construction and equipment standards and are subject to periodic survey and inspection requirements, pursuant
to adoption and implementation of international conventions. Although the conventions only apply to vessels
over a specified tonnage, individual flag states may also apply additional requirements over and above the
specified conventions. Individual flag states in which a vessel operates may also apply laws as to local licensing
(including rights of detention), sabotage, pollution and environmental requirements and other matters.
Insurance
The insurance requirements for operating a vessel are different in nature from those which apply to other
industries, as vessels operate all over the world, calling at various ports in various countries at different times.
The complex circumstances involved in sea and inland voyages require specific arrangements for the provision
of marine insurance. Generally, a marine policy may cover the risks of a single voyage or may insure for a
certain period of time. Cargo is almost always insured by voyage by the chartering party. Vessels are usually
insured for a certain duration of time, usually year by year. Cargo policies may be based on a single load or may
cover all cargo shipped by the insured. Hull insurance or vessel insurance may cover a ship or a whole fleet.
Hull and Machinery. Our Group’s hull and machinery policies cover physical damage to the vessel, its
machinery and equipment. In addition, the policy covers general salvage, litigation and labor liability. Coverage
for our vessels under the hull and machinery policy is written with a vessel value, as agreed upon between us
and the underwriters of the policy. Our hull and machinery policy provides a total cover of up to US$27.2
million across our entire fleet. The hull and machinery insurance underwriters of our fleet are PT Tugu Pratama
Indonesia, PT Arthagraha General Insurance, PT Fairfax Insurance Indonesia, Charles Taylor Mutual
Management (Asia) Pte. Ltd., Shipowners’ Asia Pte. Ltd. and PT Great Eastern Life.
Protection and Indemnity Our protection and indemnity policy covers personal injury and illness, cargo
claims, collision, third parties’ liabilities and oil pollution. Our protection and indemnity policy has a total cover
of up to US$5.0 million per occurrence across our entire fleet. Shipowners’ Mutual Protection and Indemnity
Association underwrites the protection and indemnity policies for our vessels.
We have not experienced any difficulties obtaining or renewing our insurance policies, or in realizing
claims under any of our insurance policies. We believe that this level of insurance cover is in line with standard
market practice for the industry.
Employees
As of March 31, 2015, we had a total of 194 and 1,897 permanent and temporary employees, respectively.
The following table shows the number of our employees as of December 31, 2012, 2013, 2014 by activity:
As of December 31,
2012
2013
2014
Employees by Activity:
Shipbuilding ....................................................................................................................... 166 185 1,558 IT 9 13 19 Finance/Accounting ............................................................................................................ 34 52 67 Human Resource ................................................................................................................ 38 54 47 Legal .................................................................................................................................. 4 3 3 Operational Staff ................................................................................................................ 100 157 175
Total .................................................................................................................................. 351 464 1,869
As of December 31,
2012
2013
2014
The following table sets forth the number of contracted employees in the marine crew that operates our
vessels as of December 31, 2012, 2013 and 2014:
As of December 31,
2012
2013
2014
Marine Crew
Contracted Employees .......................................................................................................... 649 713 740
We do not directly employ marine crew to operate our vessels. Our marine crew is employed under
contracts with our technical managers, PT Vektor Maritim and PT Equator Maritime, and we reimburse them
for the cost of appointing such crew on a cost-pass through basis. We and our technical manager provide in-
house training for experienced crew members, through periodic training sessions and development programs on
international standards for the safety and operation of our vessels.
Pursuant to cabotage principles under Indonesian shipping laws, Indonesian-flagged vessels must be
manned by Indonesian crew. Most of the marine crew that operates our vessels are Indonesian, although our
technical managers occasionally appoint crew members from outside Indonesia when necessary and where crew
matching our needs is not available domestically.
We have not experienced any strikes or disruptions due to labor disputes. We consider our relations with
our employees to be good.
Properties
As of March 31, 2015, our properties comprised office and warehouse space located in Indonesia used in
connection with our shipping and shipyard businesses and for general administrative functions, including our
head offices and the warehouse and workshop facilities at our shipyard.
The total land area of our shipyard, including the first phase of our shipyard and the land available for
expansion is approximately 218 hectares, comprising (i) approximately 45 hectares registered in the name of our
subsidiary, MOS; (ii) approximately 100 hectares for which the Government has granted us a reclamation
license (the land reclamation is still under progress) for which we will only be able to apply for the land title
certificate after the land reclamation is completed; (iii) approximately 40 hectares of land that we lease from the
regional government for an 80-year period and are in the process of applying for a land title certificate (in the
form of HGB); and (iv) approximately 33 hectares that we together with Hartono Utomo, one of our Directors,
acquired from local residents that are pending registration with the relevant local authorities.
We are subject to the risk that we do not obtain a certificate of title for our entire shipyard.
Material Litigation
We are not involved and have not, in the last 12 months, been involved in any legal or arbitral
proceedings, and no proceedings are threatened, which may have or have had a material and adverse effect on
the business, properties, financial condition, operations or prospects of our Group.
Awards
We qualify for the standard Stage 2 Tanker Management Self Assessment by the Oil Companies
International Marine Forum. We also obtained ISO 9001:2008 for quality control management for shipping
companies.
Intellectual Property
We do not have any patents, licenses or trademarks on which our business is materially dependent.